ARTICLES OF INCORPORATION
CITIZENS BANKING CORPORATION
The present name of the Corporation is Citizens Banking Corporation. The original Articles of Incorporation of
the Corporation were filed on November 10, 1980. These Restated Articles of Incorporation were duly adopted
by the Shareholders on April 19, 1988 in accordance with Section 642 of the Business Corporation Act of
The name of the Corporation is CITIZENS BANKING CORPORATION.
The purpose or purposes for which the Corporation is organized is to engage in any activity within the purposes
for which a Corporation may be organized under the Business Corporation Act of Michigan, and specifically, but
not in limitation of the foregoing, to be a bank holding company under the Bank Holding Company Act of 1956,
as amended, and to engage in, or acquire an interest in other companies which engage in, activities closely related
to banking as such activities are defined by the Board of Governors of the Federal Reserve System.
The total authorized capital stock is:
Common shares 12,000,000 Par Value $10.00 per share Preferred shares 3,000,000 No Par Value
(A) A statement of all or any of the relative rights, preferences and limitations of the common shares is as follows:
(1) Any distribution of profits of the Corporation voted by the directors as dividends payable in cash, or in shares
of the Corporation, or in other securities of the Corporation or in other securities, shall be distributed to the
shareholders in proportion to their ownership of the shares of the Corporation.
(2) Each shareholder shall have one vote per share in elections of directors and on any other matters properly
coming up at shareholders' meetings for action by shareholders.
(3) Voting in elections of directors shall not be cumulative.
(4) Shareholders shall not have preemptive rights to subscribe for or purchase any authorized but unissued shares
of the Co