<PAGE>   1

                                                  Registration No. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under The Securities Act of 1933

                          CITIZENS BANKING CORPORATION
             (Exact name of registrant as specified in its charter)

          MICHIGAN                                        38-2378932
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
                                 (810) 766-7500
         (Address, including zip code, and telephone number, including
             area code, of registrant's Principal Executive Office)

                          CITIZENS BANKING CORPORATION
                        STOCK OPTION PLAN FOR DIRECTORS
                            (Full title of the Plan)

             CHARLES R. WEEKS, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
               ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
                                 (810) 766-7500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        COPIES OF ALL COMMUNICATIONS TO:

          JOHN W. ENNEST                           THOMAS W. GALLAGHER
           Vice Chairman                    Senior Vice President, Secretary
     Citizens Banking Corporation                  and General Counsel
     One Citizens Banking Center              Citizens Banking Corporation
       Flint, Michigan 48502                    One Citizens Banking Center
           (810) 766-7500                          Flint, Michigan 48502
                                                       (810) 766-7500

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
   Title of                         Proposed Maximum       Proposed Maximum      Amount of
Securities to   Amount to be            Offering             Aggregate         Registration
be Registered    Registered         Price Per Share*       Offering Price*          Fee          
- ---------------------------------------------------------------------------------------------
<S>             <C>                  <C>                  <C>                <C>
Common Stock    200,000 shares**          $29.82              $5,964,000         $2,056.39
- ---------------------------------------------------------------------------------------------
</TABLE>

*      Estimated solely for the purpose of calculating the registration fee,
       based on the average of the high and low sale prices on the Nasdaq Stock
       Market on July 17, 1995, in accordance with Rule 457(h).
**     The number of shares may be adjusted to prevent dilution from stock
       splits, stock dividends and similar transactions.  This Registration
       Statement shall cover any such additional shares in accordance with 
       Rule 416(a).
================================================================================
<PAGE>   2

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by Citizens Banking Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission)
are incorporated herein by reference:

               (a)      The Company's Annual Report on Form 10-K for the year
                        ended December 31, 1994;

               (b)      The Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1995;

               (c)      The Company's Current Report on Form 8-K filed 
                        March 15, 1995 and amended April 28, 1995; and

               (d)      The description of the Company's Common Stock contained
                        in the Prospectus forming a part of the Company's
                        Registration Statement on Form S-14 (No. 2-70925)
                        (incorporated by reference in to the Company's
                        Registration Statement on Form 8-A dated June 30, 1982,
                        filed under the Securities Exchange Act of 1934).

               All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
each such document.


Item 4.        DESCRIPTION OF SECURITIES

               The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.


Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Thomas W. Gallagher, who has opined upon the validity of the
securities being registered, is the Senior Vice President, General Counsel and
Secretary of the Company, owns 5,308 shares of the Company's Common Stock and
holds options to purchase an additional 32,356 shares.


Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Company is organized under the Michigan Business Corporation
Act (the "MBCA") which, in general, empowers Michigan corporations to indemnify
a person who is a party or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (other
than actions by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or of another enterprise at such corporation's request, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders and, in the case of a
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  If a person is successful in defending against a
derivative action or third-party action, the MBCA requires that a Michigan
corporation indemnify the person against expenses incurred in the action.





                                       2
<PAGE>   3

               The MBCA also empowers Michigan corporations to provide similar
indemnity against expenses actually and reasonably incurred by such a person in
actions or suits by or in the right of the corporation except in respect of any
claim, issue or matter as to which such person is adjudged to be liable to the
corporation, unless and only to the extent that a court determines that,
despite the adjudication of the liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity.

               The Company's bylaws generally require the Company to indemnify
its directors and officers to the fullest extent permissible under Michigan
law.  The Company is also contractually obligated to each of its directors to
indemnify such persons to the fullest extent permissible under Michigan law.

               The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The Company's
Articles of Incorporation, which limit liability to the maximum extent
permitted by law, provide that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of the director's fiduciary duty.  However, the MBCA and the Articles of
Incorporation do not eliminate or limit the liability of a director for any of
the following:  (i) a breach of the director's duty of loyalty to the Company
or its shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) declaration of an
unlawful dividend, stock purchase or redemption; (iv) a transaction from which
the director derives an improper personal benefit; and (v) an act or omission
occurring prior to the date when the provision becomes effective.  As a result
of the inclusion of such a provision, shareholders of the Company may be unable
to recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.

               Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses and
liabilities incurred in connection with the defense of certain claims, actions,
suits or proceedings which may be brought against them by reason of being or
having been directors or officers.


Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.


Item 8.        EXHIBITS

               The following exhibits are filed with this registration
statement:

               5                Opinion of Thomas W. Gallagher, Senior Vice
                                President, General Counsel and Secretary, with
                                respect to the legality of the Common Stock to
                                be registered hereunder

               23.1             Consent of Ernst & Young LLP

               23.2             Consent of Coopers & Lybrand LLP

               23.3             Consent of Thomas W. Gallagher (contained in 
                                Exhibit 5)

               24               Power of Attorney appears on page 5 of this
                                Registration Statement

               99               Citizens Banking Corporation Stock Option Plan
                                for Directors





                                       3
<PAGE>   4

Item 9.        UNDERTAKINGS

               (1)      The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement, (a) to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement, (b) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof, and (c) to remove from registration by
means of a post-effective amendment any of the securities which remain unsold
at the termination of the offering.

               (2)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

               (3)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling persons of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                       4
<PAGE>   5

                                   SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Flint, State of Michigan on July 19, 1995.

                                        CITIZENS BANKING CORPORATION



                                        By: /s/ Charles R. Weeks
                                           -------------------------
                                              Charles R. Weeks
                                        Its: Chairman and Chief
                                              Executive Officer



                               POWER OF ATTORNEY

               Each of the undersigned whose signature appears below hereby
constitutes and appoints John W. Ennest and Thomas W. Gallagher, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on July 19, 1995.


        Signature                         Title


/s/ Charles R. Weeks            Chairman of the Board, Chief
- ---------------------------     Executive Officer and
Charles R. Weeks                Director (principal
                                executive officer)


/s/ John W. Ennest              Vice Chairman of the Board,
- ---------------------------     Chief Financial Officer,
John W. Ennest                  Treasurer and Director (principal 
                                financial and accounting officer)


/s/ Edward P. Abbott            Director
- ---------------------------              
Edward P. Abbott


/s/ Hugo E. Braun Jr.           Director
- ---------------------------              
Hugo E. Braun Jr.


/s/ Jonathan E. Burroughs II    Director
- ---------------------------              
Jonathan E. Burroughs II





                                       5
<PAGE>   6


/s/ Joseph P. Day               Director
- ---------------------------              
Joseph P. Day


/s/ Lawrence O. Erickson        Director
- ---------------------------              
Lawrence O. Erickson


/s/ Victor E. George            Director
- ---------------------------              
Victor E. George


/s/ William J. Hank             Executive Vice President and Director
- ---------------------------              
William J. Hank


/s/ George H. Kossaras          Director
- ---------------------------              
George H. Kossaras


/s/ Patricia L. Learman         Director
- ---------------------------              
Patricia L. Learman


/s/ William F. Nelson Jr.       Director
- ---------------------------              
William F. Nelson Jr.


/s/ Paul A. Rowley              Director
- ---------------------------              
Paul A. Rowley


/s/ William C. Shedd            Director
- ---------------------------              
William C. Shedd


/s/ David A. Thomas Jr.         Vice Chairman of the Board and Director
- ---------------------------              
David A. Thomas Jr.  



/s/ James E. Truesdell Jr.      Director
- ---------------------------              
James E. Truesdell Jr.


/s/ Robert J. Vitito            President, Chief Administrative
- ---------------------------     Officer and Director
Robert J. Vitito                         


/s/ Kendall B. Williams         Director
- ---------------------------     
Kendall B. Williams             





                                       6
<PAGE>   7

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>

Number                Description             
- ------   -------------------------------------
<S>            <C>

5              Opinion of Thomas W. Gallagher

23.1           Consent of Ernst & Young LLP

23.2           Consent of Coopers & Lybrand LLP

99             Citizens Banking Corporation Stock Option Plan
               for Directors

</TABLE>




                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17716}]
{"company-data": {"conformed-name": "CITIZENS BANKING CORP", "cik": "0000351077", "assigned-sic": "6022", "irs-number": "382378932", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61197", "film-number": "95555186"}, "business-address": {"street1": "ONE CITIZENS BANKING CTR", "city": "FLINT", "state": "MI", "zip": "48502", "phone": "8102572500"}, "mail-address": {"street1": "1 CITIZENS BANKING CENTER", "city": "FLINT", "state": "MI", "zip": "48502"}}
1

                                                  Registration No. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under The Securities Act of 1933

                          CITIZENS BANKING CORPORATION
             (Exact name of registrant as specified in its charter)

          MICHIGAN                                        38-2378932
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
                                 (810) 766-7500
         (Address, including zip code, and telephone number, including
             area code, of registrant's Principal Executive Office)

                          CITIZENS BANKING CORPORATION
                        STOCK OPTION PLAN FOR DIRECTORS
                            (Full title of the Plan)

             CHARLES R. WEEKS, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
               ONE CITIZENS BANKING CENTER, FLINT, MICHIGAN 48502
                                 (810) 766-7500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        COPIES OF ALL COMMUNICATIONS TO:

          JOHN W. ENNEST                           THOMAS W. GALLAGHER
           Vice Chairman                    Senior Vice President, Secretary
     Citizens Banking Corporation                  and General Counsel
     One Citizens Banking Center              Citizens Banking Corporation
       Flint, Michigan 48502                    One Citizens Banking Center
           (810) 766-7500                          Flint, Michigan 48502
                                                       (810) 766-7500

                       CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
   Title of                         Proposed Maximum       Proposed Maximum      Amount of
Securities to   Amount to be            Offering             Aggregate         Registration
be Registered    Registered         Price Per Share*       Offering Price*          Fee          
- ---------------------------------------------------------------------------------------------
Common Stock    200,000 shares**          $29.82              $5,964,000         $2,056.39
- ---------------------------------------------------------------------------------------------
*      Estimated solely for the purpose of calculating the registration fee,
       based on the average of the high and low sale prices on the Nasdaq Stock
       Market on July 17, 1995, in accordance with Rule 457(h).
**     The number of shares may be adjusted to prevent dilution from stock
       splits, stock dividends and similar transactions.  This Registration
       Statement shall cover any such additional shares in accordance with 
       Rule 416(a).
================================================================================
2

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by Citizens Banking Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission)
are incorporated herein by reference:

               (a)      The Company's Annual Report on Form 10-K for the year
                        ended December 31, 1994;

               (b)      The Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1995;

               (c)      The Company's Current Report on Form 8-K filed 
                        March 15, 1995 and amended April 28, 1995; and

               (d)      The description of the Company's Common Stock contained
                        in the Prospectus forming a part of the Company's
                        Registration Statement on Form S-14 (No. 2-70925)
                        (incorporated by reference in to the Company's
                        Registration Statement on Form 8-A dated June 30, 1982,
                        filed under the Securities Exchange Act of 1934).

               All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
each such document.

Item 4.        DESCRIPTION OF SECURITIES

               The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Thomas W. Gallagher, who has opined upon the validity of the
securities being registered, is the Senior Vice President, General Counsel and
Secretary of the Company, owns 5,308 shares of the Company's Common Stock and
holds options to purchase an additional 32,356 shares.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Company is organized under the Michigan Business Corporation
Act (the "MBCA") which, in general, empowers Michigan corporations to indemnify
a person who is a party or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (other
than actions by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or of another enterprise at such corporation's request, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith if such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders and, in the case of a
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  If a person is successful in defending against a
derivative action or third-party action, the MBCA requires that a Michigan
corporation indemnify the person against expenses incurred in the action.

                                       2
3

               The MBCA also empowers Michigan corporations to provide similar
indemnity against expenses actually and reasonably incurred by such a person in
actions or suits by or in the right of the corporation except in respect of any
claim, issue or matter as to which such person is adjudged to be liable to the
corporation, unless and only to the extent that a court determines that,
despite the adjudication of the liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity.

               The Company's bylaws generally require the Company to indemnify
its directors and officers to the fullest extent permissible under Michigan
law.  The Company is also contractually obligated to each of its directors to
indemnify such persons to the fullest extent permissible under Michigan law.

               The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The Company's
Articles of Incorporation, which limit liability to the maximum extent
permitted by law, provide that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of the director's fiduciary duty.  However, the MBCA and the Articles of
Incorporation do not eliminate or limit the liability of a director for any of
the following:  (i) a breach of the director's duty of loyalty to the Company
or its shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) declaration of an
unlawful dividend, stock purchase or redemption; (iv) a transaction from which
the director derives an improper personal benefit; and (v) an act or omission
occurring prior to the date when the provision becomes effective.  As a result
of the inclusion of such a provision, shareholders of the Company may be unable
to recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.

               Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses and
liabilities incurred in connection with the defense of certain claims, actions,
suits or proceedings which may be brought against them by reason of being or
having been directors or officers.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

Item 8.        EXHIBITS

               The following exhibits are filed with this registration
statement:

               5                Opinion of Thomas W. Gallagher, Senior Vice
                                President, General Counsel and Secretary, with
                                respect to the legality of the Common Stock to
                                be registered hereunder

               23.1             Consent of Ernst & Young LLP

               23.2             Consent of Coopers & Lybrand LLP

               23.3             Consent of Thomas W. Gallagher (contained in 
                                Exhibit 5)

               24               Power of Attorney appears on page 5 of this
                                Registration Statement

               99               Citizens Banking Corporation Stock Option Plan
                                for Directors

                                       3
4

Item 9.        UNDERTAKINGS

               (1)      The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement, (a) to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement, (b) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof, and (c) to remove from registration by
means of a post-effective amendment any of the securities which remain unsold
at the termination of the offering.

               (2)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

               (3)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling persons of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       4
5

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Flint, State of Michigan on July 19, 1995.

                                        CITIZENS BANKING CORPORATION

                                        By: /s/ Charles R. Weeks
                                           -------------------------
                                              Charles R. Weeks
                                        Its: Chairman and Chief
                                              Executive Officer

                               POWER OF ATTORNEY

               Each of the undersigned whose signature appears below hereby
constitutes and appoints John W. Ennest and Thomas W. Gallagher, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on July 19, 1995.

        Signature                         Title

/s/ Charles R. Weeks            Chairman of the Board, Chief
- ---------------------------     Executive Officer and
Charles R. Weeks                Director (principal
                                executive officer)

/s/ John W. Ennest              Vice Chairman of the Board,
- ---------------------------     Chief Financial Officer,
John W. Ennest                  Treasurer and Director (principal 
                                financial and accounting officer)

/s/ Edward P. Abbott            Director
- ---------------------------              
Edward P. Abbott

/s/ Hugo E. Braun Jr.           Director
- ---------------------------              
Hugo E. Braun Jr.

/s/ Jonathan E. Burroughs II    Director
- ---------------------------              
Jonathan E. Burroughs II

                                       5
6

/s/ Joseph P. Day               Director
- ---------------------------              
Joseph P. Day

/s/ Lawrence O. Erickson        Director
- ---------------------------              
Lawrence O. Erickson

/s/ Victor E. George            Director
- ---------------------------              
Victor E. George

/s/ William J. Hank             Executive Vice President and Director
- ---------------------------              
William J. Hank

/s/ George H. Kossaras          Director
- ---------------------------              
George H. Kossaras

/s/ Patricia L. Learman         Director
- ---------------------------              
Patricia L. Learman

/s/ William F. Nelson Jr.       Director
- ---------------------------              
William F. Nelson Jr.

/s/ Paul A. Rowley              Director
- ---------------------------              
Paul A. Rowley

/s/ William C. Shedd            Director
- ---------------------------              
William C. Shedd

/s/ David A. Thomas Jr.         Vice Chairman of the Board and Director
- ---------------------------              
David A. Thomas Jr.  

/s/ James E. Truesdell Jr.      Director
- ---------------------------              
James E. Truesdell Jr.

/s/ Robert J. Vitito            President, Chief Administrative
- ---------------------------     Officer and Director
Robert J. Vitito                         

/s/ Kendall B. Williams         Director
- ---------------------------     
Kendall B. Williams             

                                       6
7

                               INDEX TO EXHIBITS
Number                Description             
- ------   -------------------------------------
5              Opinion of Thomas W. Gallagher

23.1           Consent of Ernst & Young LLP

23.2           Consent of Coopers & Lybrand LLP

99             Citizens Banking Corporation Stock Option Plan
               for Directors
7