EXHIBIT 10.2
CITIZENS BANKING CORPORATION
25,000 CAPITAL SECURITIES
FLOATING RATE CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY)
PLACEMENT AGREEMENT
June 16, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York 10019
Ladies and Gentlemen:
Citizens Banking Corporation, a Michigan corporation (the "Company"), and its financing subsidiary, Citizens
Michigan Statutory Trust I, a Connecticut statutory trust (the "Trust," and hereinafter together with the Company,
the "Offerors"), hereby confirm their agreement (this "Agreement") with you as placement agents (the "Placement
Agents"), as follows:
SECTION 1. ISSUANCE AND SALE OF SECURITIES.
1.1. INTRODUCTION. The Offerors propose to issue and sell at the Closing (as defined in Section 2.3.1
hereof) 25,000 of the Trust's Floating Rate Capital Securities, with a liquidation amount of $1,000.00 per capital
security (the "Capital Securities"), to First Tennessee Bank National Association, a national banking association
organized under the laws of the United States of America and Preferred Term Securities X, Ltd., a company with
limited liability established under the laws of the Cayman Islands (the "Purchasers") pursuant to the terms of
Subscription Agreements entered into, or to be entered into on or prior to the Closing Date (as defined in Section
2.3.1 hereof), between the Offerors and the Purchasers (the "Subscription Agreements"), the forms of which are
attached hereto as Exhibit A-1 and Exhibit A-2 and incorporated herein by this reference.
1.2. OPERATIVE AGREEMENTS. The Capital Securities shall be fully and unconditionally guaranteed on a
subordinated basis by the Company with respect to distributions and amounts payable upon liquidation,
redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee
Agreement"), to be dated as of the Closing Da