EXHIBIT 10.4
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of May 29, 2003, by and between William R. Hartman (the "Executive") and Citizens Banking
Corporation, a Michigan corporation (the "Company").
WITNESSETH THAT:
WHEREAS, the Company and the Executive are currently parties to an employment agreement dated as of
February 11, 2002, as amended by a First Amendment to Employment Agreement dated as of December 13,
2002 and a Second Amendment to Employment Agreement dated as of January 23, 2003 (such employment
agreement as amended is referred to herein as the "Employment Agreement");
WHEREAS, the parties desire to further amend and to restate the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other
good and valuable consideration, it is hereby covenanted and agreed by the Executive and the Company as
follows:
1. Employment. Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as
its Chairman, President and Chief Executive Officer during the Agreement Term (as defined below), with such
authority, power, responsibilities and duties customarily exercised by a person holding such positions in a
company of the size and nature of the Company. Executive shall also hold the titles of Chairman, President and
Chief Executive Officer of Citizens Bank (the "Bank"), and the title of Chairman of Citizens Bank Wealth
Management, N.A. (the "Wealth Bank"), both being subsidiaries of the Company. In his positions with the
Company, the Bank, and the Wealth Bank the Executive shall only report directly to the Board of Directors of
the Company (the "Board"). The Executive has commenced his employment with the Company on February 25,
2002 (the "Effective Date"). The "Agreement Term" shall be the period beginning on the Effective Date and
ending on the fifth anniversary of the Effective Dat