REGISTRATION RIGHTS AGREEMENT



                          Dated as of January 22, 2003



                                      among



                          CITIZENS BANKING CORPORATION,



                        MORGAN STANLEY & CO. INCORPORATED



                                       and



                 The other Initial Purchasers referred to herein









<PAGE>



                          REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of

January 22, 2003 among Citizens Banking Corporation, a Michigan corporation (the

"Company"), Morgan Stanley & Co. Incorporated (the "Representative"), and the

other parties referred to in Annex A hereto (each, an "Initial Purchaser" and

collectively, the "Initial Purchasers").



         This Agreement is made pursuant to the Purchase Agreement, dated

January 22, 2003, by and among the Company and the Initial Purchasers (the

"Purchase Agreement"), which provides for the sale by the Company to the Initial

Purchasers of $125,000,000 aggregate principal amount of the Company's 5.75%

Subordinated Notes due 2013 (the "Notes"). In order to induce the Initial

Purchasers to enter into the Purchase Agreement and in satisfaction of a

condition to the Initial Purchasers' obligations thereunder, the Company has

agreed to provide to the Initial Purchasers and their respective direct and

indirect transferees and assigns the registration rights set forth in this

Agreement. The execution and delivery of this Agreement is a condition to the

closing under the Purchase Agreement.



         In consideration of the foregoing, the parties hereto agree as follows:



         1. Definitions. As used in this Agreement, the following capitalized

defined terms shall have the following meanings:



                  "1933 Act" shall mean the Securities Act of 1933, as amended

         from time to time, and the rules and regulations of the SEC promulgated

         thereunder.



                  "1934 Act" shall mean the Securities Exchange Act of 1934, as

         amended from time to time, and the rules and regulations of the SEC

         promulgated thereunder.



                  "Additional Interest" shall have the meaning set forth in

         Section 2(e) hereof.



                  "Closing Time" shall mean January 27, 2003.



                  "Company" shall have the meaning set forth in the preamble of

         this Agreement.



                  "Depositary" shall mean The Depository Trust Company, or any

         other depositary appointed by the Company, including any agent thereof;

         provided, however, that any such depositary must at all times have an

         address in the Borough of Manhattan, The City of New York.



                  "Event Date" shall have the meaning set forth in Section 2(e).



                  "Exchange Offer" shall mean the exchange offer by the Company

         of Exchange Securities for Registrable Securities pursuant to Section

         2(a) hereof.



                  "Exchange Offer Registration" shall mean a registration under

         the 1933 Act effected pursuant to Section 2(a) hereof.



                  "Exchange Offer Registration Statement" shall mean an exchange

         offer registration statement on Form S-4 (or, if applicable, on another

         appropriate form) covering the Registrable Securities, and all

         amendments and supplements to such registration statement, in each case

         including the Prospectus contained therein, all exhibits thereto and

         all material incorporated or deemed to be incorporated by reference

         therein.



<PAGE>



                  "Exchange Securities" shall mean the Notes, issued by the

         Company under the Indenture containing terms identical to the Notes

         (except that (i) interest thereon shall accrue from the last date to

         which interest has been paid or duly provided for on the Securities or,

         if no such interest has been paid or duly provided for, from the

         Interest Accrual Date, (ii) provisions relating to an increase in the

         stated rate of interest thereon upon the occurrence of a Registration

         Default shall be eliminated and (iii) the transfer restrictions,

         minimum purchase requirements and legends relating to restrictions on

         ownership and transfer thereof as a result of the issuance of the

         Securities without registration under the 1933 Act shall be eliminated.



                  "Holders" shall mean (i) the Initial Purchasers, for so long

         as they own any Registrable Securities, and each of their respective

         successors, assigns and direct and indirect transferees who become

         registered owners of Registrable Securities under the Indenture and

         (ii) each Participating Broker-Dealer that holds Exchange Securities

         for so long as such Participating Broker-Dealer is required to deliver

         a prospectus meeting the requirements of the 1933 Act in connection

         with any resale of such Exchange Securities.



                  "Indenture" shall mean the Indenture, to be dated as of the

         Closing Time, by and between the Company and JPMorgan Chase Bank, as

         trustee, as the same may be further amended or supplemented from time

         to time in accordance with the terms thereof.



                  "Interest Accrual Date" means January 27, 2003.



                  "Initial Purchasers" shall have the meaning set forth in the

         preamble of this Agreement.



                  "Majority Holders" shall mean the Holders of a majority of the

         aggregate principal amount of Registrable Securities outstanding,

         excluding Exchange Securities referred to in clause (ii) of the

         definition of "Holders" above; provided that whenever the consent or

         approval of Holders of a specified percentage of Registrable Securities

         or Exchange Securities is required hereunder, Registrable Securities

         and Exchange Securities held by the Company or any of its affiliates

         (as such term is defined in Rule 405 under the 1933 Act) shall also be

         disregarded in determining whether such consent or approval was given

         by the Holders of such required percentage.



                  "NASD" shall mean the National Association of Securities

         Dealers, Inc.



                  "Notes" shall have the meaning set forth in the preamble of

         this Agreement.



                  "Notifying Broker-Dealer" shall have the meaning set forth in

         Section 3(f).



                  "Participating Broker-Dealer" shall have the meaning set forth

         in Section 3(f).



                  "Person" shall mean an individual, partnership, joint venture,

         limited liability company, corporation, trust or unincorporated

         organization, or a government or agency or political subdivision

         thereof.



                  "Private Exchange Securities" shall have the meaning set forth

         in Section 2(a) hereof.



                  "Prospectus" shall mean the prospectus included in a

         Registration Statement, including any preliminary prospectus, and any

         such prospectus as amended or supplemented by any prospectus

         supplement, including a prospectus supplement with









                                       2

<PAGE>



         respect to the terms of the offering of any portion of the Registrable

         Securities covered by a Shelf Registration Statement, and by all other

         amendments and supplements to a prospectus, including post-effective

         amendments, and in each case including all material incorporated or

         deemed to be incorporated by reference therein.



                  "Purchase Agreement" shall have the meaning set forth in the

         preamble to this Agreement.



                  "Registrable Securities" shall mean the Notes; provided,

         however, that any Notes shall cease to be Registrable Securities when:



                           (i) a Registration Statement with respect to such

         Notes shall have been declared effective under the 1933 Act and such

         Notes shall have been disposed of pursuant to such Registration

         Statement,



                           (ii) such Notes shall have been sold to the public

         pursuant to Rule 144 (or any similar provision then in force, but not

         Rule 144A) under the 1933 Act,



                           (iii) such Notes shall have ceased to be outstanding,



                           (iv) such Notes have been exchanged for Exchange

         Securities which have been registered pursuant to the Exchange Offer

         Registration Statement upon consummation of the Exchange Offer unless,

         in the case of any Exchange Securities referred to in this clause (iv),

         such Exchange Securities are held by Participating Broker-Dealers or

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