CITIZENS BANKING CORPORATION
THIRD AMENDED STOCK OPTION PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 16, 1997
I. GENERAL PROVISIONS
1.1 AMENDMENT AND RESTATEMENT. On February 19, 1986, the Board of Directors ("Board") of
Citizens Banking Corporation ("Corporation") adopted the Citizens Banking Corporation Stock Option Plan,
which was submitted to shareholders for approval on April 15, 1986. Subsequently, the plan was amended and
restated as the Citizens Banking Corporation First Amended Stock Option Plan, which was approved by the
Board on January 16, 1987 and by shareholders on April 21, 1987. Subject to shareholder approval, the Board
on January 17, 1992 approved a second restated plan effective April 21, 1992, and the plan as described herein
is amended and restated as the Citizens Banking Corporation Third Amended Stock Option Plan ("Plan").
1.2 PURPOSE. The continuing purpose of the Plan is to promote the best interests of the Corporation and its
shareholders by encouraging Employees of the Corporation and its Subsidiaries to acquire an ownership interest
in the Corporation through Options, Stock Appreciation Rights, Restricted Stock grants and Performance Share
Awards, thus identifying their interests with those of shareholders and encouraging Employees to make greater
efforts on behalf of the Corporation to achieve the Corporation's long-term business plans and objectives.
1.3 DEFINITIONS. As used in this Plan, the following terms have the meaning described below:
(A) "AGREEMENT" means the written agreement that sets forth the terms of a Participant's Option, Stock
Appreciation Right, Restricted Stock grant or Performance Share Award.
(B) "BOARD" means the Board of Directors of the Corporation.
(C) "CHANGE IN CONTROL" means the occurrence of any of the following events: (i) if any "person,"
together with all of such person's "affiliates" and "associates" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act and Rule 12b-2 promulgated under the Exchange A