AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
This Amended and Restated Change in Control Agreement ("Agreement") is made by and between Citizens
Banking Corporation, a Michigan corporation ("Corporation"), and ("Executive").
The Corporation and Executive have entered into a Change In Control Agreement dated November 6, 1997 (the
The Executive has been effective in his service to the Corporation as a key executive employee of the
Corporation or a subsidiary bank of the Corporation.
The Corporation recognizes the valuable services that the Executive has rendered and is desirous of having some
assurance that the Executive will continue as an employee and that, in the event of a possible Change in Control
of the Corporation, the Executive will be able to perform his duties without undue concern for the Executive's
personal financial well-being; and
The Executive is willing to continue to serve as an employee of the Corporation or a subsidiary bank but desires
assurance that in the event of a Change in Control of the Corporation, he will continue to have the responsibility
and status he has earned.
The Corporation and the Executive desire to amend and restate the Prior Agreement in its entirety.
Accordingly, the Prior Agreement is amended and restated in its entirety as follows:
1. In order to protect the Executive against the possible consequences of a Change in Control of the
Corporation, as defined in paragraph 2 of this Agreement, and thereby to induce the Executive to serve as an
officer of the Corporation or a subsidiary bank the Corporation agrees that if (a) there is such a Change in
Control of the Corporation and (b) the Executive's employment with the Corporation or a subsidiary bank is
terminated under the circumstances described in paragraph 3 of this Agreement, then:
A. The Corporation shall pay the Executive a lump sum amount in cash equal to two times the average combined
annual salary and bonus (under the Citizens Banki