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Exhibit 99.1


*For Immediate Release*	CONTACT:	Charles D. Christy
		Chief Financial Officer
		(810) 237-4200
		Charlie.Christy@cbcf-net.com
	CONTACT:	Kathleen Miller
		Investor Relations
		(810) 257-2506
		Kathleen.Miller@cbcf-net.com
	TRADED:	NASDAQ
	SYMBOL:	CBCF

April 20, 2006

CITIZENS BANKING CORPORATION
ANNOUNCES FIRST QUARTER 2006 RESULTS

FLINT, MICHIGAN — Citizens Banking Corporation announced net income of $20.8 million for the three months ended March 31, 2006. This represents an increase of $1.9 million or 9.9% over the fourth quarter of 2005 net income of $18.9 million and an increase of $0.7 million or 3.4% over the first quarter of 2005 net income of $20.1 million. Diluted net income per share was $0.48, compared with $0.44 for the fourth quarter of 2005 and $0.46 for the same quarter of last year. Annualized returns on average assets and average equity during the first quarter of 2006 were 1.10% and 12.86%, respectively, compared with 0.97% and 11.46% for the fourth quarter of 2005 and 1.05% and 12.54% for the first quarter of 2005.

“During the first quarter, we were able to continue our commercial loan growth while emphasizing credit quality despite a highly competitive environment. We recently announced our strategic objectives for 2006. These include generating low-cost deposits; providing extraordinary client service; improving the effectiveness of the operating model in our community markets; and continuing to grow loans, deposits, and fee-based services, while maintaining a strong risk management focus” stated William R. Hartman, chairman, president and CEO. “Given the challenges of the current rate and economic environments, we believe that this strategy will enable us to maintain a strong balance sheet while generating increased earnings,” continued Hartman.

Key Highlights in the Quarter:

•

Net interest margin increased two basis points to 3.97% compared with the fourth quarter of 2005 and increased one basis point compared with the first quarter of 2005, reflecting disciplined product pricing and effective balance sheet and risk management practices.

•

Nonperforming assets decreased $3.4 million or 8.5% from the fourth quarter of 2005 to $36.5 million at March 31, 2006 and the nonperforming asset ratio improved to 0.65%, its lowest level in four years, from 0.71% at December 31, 2005. The decrease reflects reductions in nonperforming commercial, consumer and mortgage loans and other repossessed assets acquired, which was partially offset by an increase in restructured loans.

•

Commercial loan growth in several traditional Michigan and Wisconsin markets, along with Southeast Michigan, more than offset declines in other markets. In total, average commercial loans increased $36.3 million or 1.2% over the fourth quarter of 2005 and increased by $155.2 million or 4.0% over the first quarter of 2005.

•

During late March 2006, Citizens created the Citizens Bank Business Finance lending division as part of its strategy to expand the commercial loan portfolio, augment its commercial lending product set, and enhance its credit management capabilities. The Citizens Bank Business Finance team is managed and staffed by well-seasoned and highly experienced asset-based lending professionals located in Southeast Michigan.

•

Trust fees for the first quarter of 2006 were $5.0 million, an increase of 1.1% over the fourth quarter of 2005 and an increase of $0.6 million or 14.3% over the first quarter of 2005. The increases were attributable to stronger financial markets, continued execution of the sales management process and improved pricing discipline, partially offset by attrition. This marks the fourth consecutive quarterly increase in trust fees.

•

On March 13, 2006, Citizens announced a strategic alliance with PHH Mortgage, a leading provider of private label mortgage services. PHH Mortgage will provide mortgage loan processing, servicing, secondary marketing

functions, and other mortgage-related loan services. Once fully implemented, Citizens expects the PHH alliance will improve cost-effectiveness, expand product capability and enhance sales execution by increasing opportunities for origination through multiple channels. The alliance is expected to be fully implemented by the end of June 2006.

•

Citizens expanded its footprint in Southeast Michigan with the opening of new branch facilities in Novi, Michigan and Royal Oak, Michigan. Both offices are staffed with commercial, consumer, and mortgage personnel.

•

Citizens fully recognized a deferred gain of $2.9 million on the 2004 sale of its former downtown Royal Oak office, which was deferred due to leaseback restrictions. The gain was offset by a $1.5 million contribution to Citizens’ charitable foundation; severance related to the PHH alliance and loan operations consolidation; additional advertising and consulting; and corporate-wide conferences and communications related to Citizens’ new strategic objectives.

Balance Sheet

Citizens’ total assets at March 31, 2006 were $7.7 billion, a decrease of $88.6 million or 1.1% compared with December 31, 2005 and a decrease of $113.4 million or 1.5% from March 31, 2005. Commercial loan growth in several traditional Michigan and Wisconsin markets, along with Southeast Michigan, was partially offset by declines in other markets, resulting in total growth in average commercial loans of $36.3 million or 1.2% over the fourth quarter of 2005 and growth of $155.2 million or 4.0% over the first quarter of 2005. The decrease from December 31, 2005 was due to a decline in the investment portfolio as a result of using portfolio cash flow to reduce short-term borrowings and a decline in the consumer loan portfolio due to weak consumer demand in most of Citizens’ markets. The decrease from March 31, 2005 was due to a decline in the investment portfolio, partially offset by growth in the commercial loan portfolio.

Commercial and commercial real estate loans at March 31, 2006 increased $17.4 million or 0.6% from December 31, 2005 to $3.1 billion and increased $167.2 million or 5.7% compared with March 31, 2005. These improvements were a result of the sales management process, new relationships in traditional Michigan and Wisconsin markets, and continued strong growth in the Southeast Michigan market.

Residential mortgage loans at March 31, 2006 increased $9.3 million or 1.7% from December 31, 2005 to $549.1 million and increased $53.2 million or 10.7% compared with March 31, 2005. The increases in the mortgage portfolio were primarily the result of retaining most new adjustable-rate mortgage (ARM) production. Citizens continues to sell most new fixed rate production into the secondary market.

Total consumer loans, which are comprised of direct and indirect loans, were $1.9 billion at March 31, 2006, a decrease of $50.8 million or 2.6% from December 31, 2005 and a decrease of $58.2 million or 2.9% from March 31, 2005. Direct consumer loans declined by $32.8 million or 2.9% from December 31, 2005 and decreased $64.0 million or 5.5% from March 31, 2005. The declines were due to a decrease in historically strong activity where consumers repay their installment loans using home equity loans and weaker consumer demand in Citizens’ markets. Indirect consumer loans declined $18.0 million or 2.1% from December 31, 2005 as a result of a decrease in seasonal interest in indirect products and increased $5.8 million or 0.7% from March 31, 2005 as a result of Citizens’ emphasis on strong relationships with the dealer network.

Total deposits at March 31, 2006 increased $50.1 million or 0.9% from December 31, 2005 to $5.5 billion and increased $234.5 million or 4.4% from March 31, 2005. Core deposits, which exclude all time deposits, totaled $3.2 billion at March 31, 2006, a decrease of $128.6 million or 3.9% from December 31, 2005 and a decrease of $407.9 million or 11.4% from March 31, 2005. The decreases in core deposits were largely the result of clients migrating their funds into time deposits with higher yields. Time deposits totaled $2.4 billion at March 31, 2006, an increase of $178.8 million or 8.2% compared with December 31, 2005 and an increase of $642.3 million or 37.5% from March 31, 2005. The increases were largely the result of clients migrating their funds from lower-cost deposits and some new client growth. The increase from the fourth quarter of 2005 also included the effect of municipalities maintaining higher balances due to the timing of tax receipts. Additionally, the increase in time deposits from March 31, 2005 was partially due to an increase in brokered certificates of deposit, which is one of many wholesale funding alternatives used by Citizens.

Other interest-bearing liabilities, which include federal funds purchased and securities sold under agreements to repurchase, other short-term borrowings, and long-term debt, were $1.4 billion at March 31, 2006, a decrease of $129.6 million or 8.4% from December 31, 2005 and a decrease of $356.4 million or 20.2% from March 31, 2005. The decreases were the result of Citizens’ response to the aforementioned loan and deposit changes. Additionally,

the decrease from March 31, 2005 was partially due to the fourth quarter of 2005 pay down of $104.0 million on short-term borrowings.

Credit Quality

Nonperforming assets totaled $36.5 million at March 31, 2006, a decrease of $3.4 million or 8.5% compared with December 31, 2005 and a decrease of $7.3 million or 16.7% compared with March 31, 2005. The decrease from the first quarter of 2005 is primarily the result of the third quarter 2005 sale of nonperforming commercial loans with a balance of $6.7 million. Nonperforming assets at March 31, 2006 represented 0.65% of total loans plus other repossessed assets acquired compared with 0.71% at December 31, 2005 and 0.80% at March 31, 2005. Nonperforming commercial loan inflows decreased to $9.8 million in the first quarter of 2006 compared with $10.6 million in the fourth quarter of 2005 and $11.2 million in the first quarter of 2005 while outflows decreased to $9.1 million for the first quarter of 2006 compared with $13.8 million in the fourth quarter of 2005 and $15.4 million in the first quarter of 2005. Nonperforming loans at March 31, 2006 include $1.8 million in restructured commercial loans, which have been reclassified from the commercial subtotal as a result of revising the terms of the notes in an effort to improve collectibility in future periods.

Net charge-offs increased to $4.0 million or 0.29% of average portfolio loans in the first quarter of 2006 compared with a net recovery of $5.1 million or (0.36)% of average portfolio loans in the fourth quarter of 2005 and $4.2 million or 0.32% of average portfolio loans in the first quarter of 2005. The increase over the fourth quarter of 2005 was primarily due to a $9.1 million insurance settlement received in that quarter, which was accounted for as a loan loss recovery on previous losses that were charged to the allowance for loan losses. Excluding the insurance settlement, which reduced net charge-offs as a percent of average portfolio loans by 0.65%, the fourth quarter of 2005 net charge-offs as a percent of average portfolio loans would have been 0.29%. The decrease from the first quarter of 2005 was due to lower commercial net charge-offs, partially offset by higher direct and indirect consumer net charge-offs. The higher direct and indirect consumer net charge-offs were caused by the unusually high level of bankruptcy filings in October 2005 prior to the October 17, 2005 effective date of the recent revisions to the federal bankruptcy code.

The provision for loan losses increased to $3.0 million in the first quarter of 2006 compared with $(7.3) million in the fourth quarter of 2005 and was the same as the first quarter of 2005. The increase was due to the receipt of the $9.1 million insurance settlement described above and a fourth quarter 2005 reduction in the reserve of $1.5 million related to a previous mortgage recourse transaction.

As a result of the changes in net charge-offs and provision for loan losses, the allowance for loan losses totaled $115.4 million or 2.06% of portfolio loans at March 31, 2006. The allowance for loan losses decreased by $1.0 million and $5.5 million from December 31, 2005 and March 31, 2005, respectively.

Based on seasonal business trends and the overall risk in the loan portfolio as well as expected improvements in consumer loan net charge-offs resulting from fewer bankruptcies, Citizens anticipates net charge-offs and the provision expense for the second quarter of 2006 will be lower than the first quarter of 2006.

Net Interest Margin and Net Interest Income

Net interest margin was 3.97% for the first quarter of 2006 compared with 3.95% for the fourth quarter of 2005 and 3.96% for the first quarter of 2005. The increase in net interest margin compared with the fourth and first quarters of 2005 resulted from the restructuring of the investment portfolio in the fourth quarter of 2005, largely offset by shifts within the deposit portfolio from lower cost savings and transaction products to higher cost savings products and time deposits as well as continued pricing pressure on all loans.

Net interest income was $67.5 million in the first quarter of 2006 compared with $69.1 million in the fourth quarter of 2005 and $68.2 million in the first quarter of 2005. The decreases in net interest income compared with the fourth and first quarters of 2005 were driven by declines in average earning assets of $106.8 million and $75.3 million, respectively, partially offset by a higher net interest margin. The decline from the fourth quarter 2005 average earning assets resulted primarily from an $80.1 million reduction in the investment portfolio and a $56.4 million reduction in the consumer loan portfolio, partially offset by growth of $36.3 million in the commercial and commercial real estate portfolios. The decreases in investment portfolio balances were the result of restructuring the investment portfolio in the fourth quarter of 2005 and maturing balances not being fully reinvested. Additionally, the decrease from the fourth quarter of 2005 included the effect of two fewer calendar days in the first quarter of 2006.

For the second quarter of 2006, Citizens anticipates net interest income will be slightly lower than the first quarter of 2006 because of anticipated margin compression driven by the continuation of customers migrating funds from lower yielding deposit products into higher yielding deposit products.

Noninterest Income

Noninterest income for the first quarter of 2006 was $25.6 million, an increase of $14.6 million from the fourth quarter of 2005 and an increase of $3.1 million or 13.8% from the first quarter of 2005. The increase over the fourth quarter of 2005 was primarily the result of higher trust fees as well as fully recognizing a deferred gain of $2.9 million on the 2004 sale of the former downtown Royal Oak, Michigan office during the first quarter of 2006; and the $3.6 million charge associated with the accounting treatment for swaps hedging brokered certificates of deposit and a net loss on the sales of securities of $9.0 million in the fourth quarter of 2005. All swaps hedging brokered certificates of deposit qualified for hedge accounting treatment as of the end of January 2006, eliminating the need for a mark-to-market charge during the remainder of the quarter similar to the charge taken during the fourth quarter of 2005. The increase over the first quarter of 2005 was primarily the result of the aforementioned $2.9 million gain as well as increases in service charges on deposits and trust fees, partially offset by a decrease in mortgage and other loan income.

Service charges on deposit accounts for the first quarter of 2006 were essentially unchanged from the fourth quarter of 2005 at $8.9 million and increased $0.6 million or 7.1% from the first quarter of 2005. The increase from the first quarter of 2005 was largely due to higher overdraft fee income related to revenue enhancement initiatives that were implemented in the first quarter of 2006.

Trust fees for the first quarter of 2006 were $5.0 million, an increase of 1.1% over the fourth quarter of 2005 and increased $0.6 million or 14.3% from the first quarter of 2005. This marks the fourth consecutive quarterly increase in trust fees. The increase was attributable to stronger financial markets, continued execution of the sales management process and improved pricing discipline, partially offset by attrition. Total trust assets under administration of $2.6 billion at March 31, 2006 increased $81.7 million over December 31, 2005 and were essentially unchanged from March 31, 2005. The increase in trust assets from December 31, 2005 was due to stronger financial markets at March 31, 2006 and continued growth in personal investment management assets.

Mortgage and other loan income for the first quarter of 2006 decreased $0.1 million or 4.3% to $2.0 million compared with the fourth quarter of 2005 and decreased $0.4 million or 14.8% from the first quarter of 2005. The decreases reflect lower seasonal mortgage origination volume in the first quarter of 2006 from the fourth quarter of 2005, and the impact of an unfavorable rate environment since the first quarter of 2005.

Brokerage and investment fees for the first quarter of 2006 were $2.0 million, a decrease of $0.4 million or 22.2% from the fourth quarter of 2005 and decreased $0.1 million or 5.2% from the first quarter of 2005. The decreases were the result of Citizens shifting a large portion of its brokerage fee production from reliance on referrals from the branch network to its Investment Center financial consultants. This change supports Citizens’ strategy of growing low-cost deposits, as the financial consultants increase their focus on attracting funds from new sources outside of Citizens and the branch network continues to improve on providing an enhanced client experience. While the long-term impact is expected to be positive, these changes reduced revenue in the first quarter of 2006 as the financial consultants adjusted their sales process to create new opportunities.

For the first quarter of 2006, all other noninterest income categories, which include ATM network user fees, bankcard fees, fair value change in CD swap derivatives, other income, and investment securities gains (losses), increased $15.2 million over the fourth quarter of 2005 to $8.1 million and increased $2.3 million or 40.1% over the first quarter of 2005. The increase over the fourth quarter of 2005 was primarily the result of the aforementioned $3.6 million charge on the fair value change in CD swap derivatives and the $9.0 million net loss on the sales of securities during the fourth quarter of 2005 as well as the aforementioned $2.9 million gain on the sale of the former downtown Royal Oak office. The increase over the first quarter of 2005 was primarily the result of the aforementioned $2.9 million gain, partially offset by the effects of two items received in the first quarter of 2005, specifically, a performance-related penalty received from a third party vendor and a preference payment on Citizens’ membership interest in the PULSE ATM network.

Excluding the effect of the $2.9 million gain, Citizens anticipates total noninterest income for the second quarter of 2006 will be consistent with or slightly higher than the first quarter of 2006 due to anticipated increases in deposit service charges and brokerage fees.

Noninterest Expense

Noninterest expense for the first quarter of 2006 was $61.6 million, essentially unchanged from the fourth and first quarters of 2005, even though Citizens contributed $1.5 million to its charitable foundation to sustain future giving levels. Increases in occupancy and other expenses over the fourth quarter of 2005 were offset by decreases in professional services, advertising and public relations expenses, and other loan expenses. Increases in occupancy, data processing fees, advertising and public relations expenses, and other expenses over the first quarter of 2005 were offset by decreases in salaries and benefits.

Salaries and employee benefits for the first quarter of 2006 were essentially unchanged from the fourth quarter of 2005 at $32.3 million and decreased $1.1 million or 3.3% from the first quarter of 2005. The decrease was the result of lower incentive expense and postretirement benefits, partially offset by higher salaries due to merit increases awarded in 2005 and higher self-funded hospitalization expenses. Salary costs included $0.7 million in severance for the first quarter of 2006 as well as the fourth quarter of 2005 and $0.9 million for the first quarter of 2005. Citizens adopted Statements of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment (Revised 2004),” on January 1, 2006, which resulted in an expense of $0.3 million for the quarter. Citizens had 2,119 full-time equivalent employees at March 31, 2006, essentially unchanged from December 31, 2005 and down from 2,175 at March 31, 2005.

Occupancy costs for the first quarter of 2006 increased $0.3 million or 5.5% to $5.9 million compared with the fourth quarter of 2005 and increased $0.4 million or 6.9% over the first quarter of 2005. The increase over the fourth quarter of 2005 was primarily a result of higher energy and utilities related expenses. The increase over the first quarter of 2005 was largely the result of higher energy and building depreciation expense related to the new branches opened in Southeast Michigan during 2005, and higher depreciation as a result of the Michigan and Wisconsin re-branding projects which were completed in the first and second quarters of 2005.

Professional services for the first quarter of 2006 decreased $0.8 million or 15.7% to $4.1 million compared with the fourth quarter of 2005 and decreased $0.1 million or 2.9% compared with the first quarter of 2005. The decrease from the fourth quarter was primarily the result of higher consulting fees incurred during the fourth quarter of 2005 associated with several initiatives targeted at developing corporate strategies to produce enhanced profitability and revenue momentum and enhancing information technology practices.

Advertising and public relations expense for the first quarter of 2006 decreased $0.5 million or 20.9% to $2.0 million compared with the fourth quarter of 2005 and increased $0.3 million or 16.5% over the first quarter of 2005. The decrease from the fourth quarter of 2005 was largely due to lower promotional expenses in 2006 and several product focused campaigns that occurred in the fourth quarter of 2005. The increase over the first quarter of 2005 was primarily related to targeted direct mailing campaigns conducted during the first quarter of 2006.

Other loan expenses for the first quarter of 2006 decreased $0.3 million or 39.3% to $0.4 million compared with the fourth quarter of 2005 and were essentially unchanged from the first quarter of 2005. The decrease was the result of lower provisioning to fund the reserve for unused loan commitments, which fluctuates with the amount of unadvanced customer lines of credit.

For the first quarter of 2006, all other noninterest expense categories, which include equipment, data processing services, postage and delivery, telephone, stationery and supplies, intangible asset amortization, and other expenses, increased $2.1 million or 13.9% to $16.8 million from the fourth quarter of 2005 and increased $1.5 million or 9.6% from the first quarter of 2005. Other noninterest expense for the first quarter of 2006 includes the aforementioned $1.5 million contribution to Citizens’ charitable foundation. Additionally, the increase from the fourth quarter of 2005 was the result of higher expenses related to other real estate owned and a partial reversal in the fourth quarter of 2005 of certain tax related reconciliation items incurred during 2004, partially offset by lower postage, delivery, stationery and supplies expenses. The increase from the first quarter of 2005 was primarily a result of the aforementioned charitable contribution and higher data processing services, travel and training expenses, partially offset by lower supplies and stationery expenses and non-credit related losses.

Excluding the contribution to the charitable foundation, Citizens anticipates noninterest expenses for the second quarter of 2006 will be consistent with the first quarter of 2006.

Income Tax Provision

Income tax provision for the first quarter of 2006 was $7.7 million, essentially unchanged from the fourth quarter of 2005 and an increase of $0.7 million or 10.0% over the first quarter of 2005. The increase over the first quarter of

2005 was due to higher pre-tax income and higher ongoing state taxes as a result of the April 2005 merger of the Michigan and Wisconsin bank charters.

The effective tax rate was 27.10% for the first quarter of 2006 compared with 28.56% for the fourth quarter of 2005 and 25.89% for the first quarter of 2005. The decrease from the fourth quarter of 2005 was a result of an adjustment in the reserve for taxes payable during the fourth quarter of 2005. The increase from the first quarter of 2005 was due to higher ongoing state taxes as a result of the April 2005 merger of the Michigan and Wisconsin bank charters.

Citizens anticipates that the effective income tax rate for the second quarter of 2006 will be consistent with the first quarter of 2006.

Other News

Citizens Plans to Consolidate Loan Operations

On March 13, 2006, Citizens finalized and announced a plan to consolidate the consumer and commercial loan operations groups into a functional, centrally located operation. Best practice deployment will lead to an enhanced client experience by improving workflow, efficiency and productivity through standardization and specialization. Full implementation is expected by the end of June 2006.

Citizens Creates an Asset-Based Lending Group

During late March 2006, Citizens created the Citizens Bank Business Finance lending unit as part of its strategy to expand the commercial loan portfolio, augment its commercial lending product set, and enhance its credit management capabilities. The Citizens Bank Business Finance team is managed and staffed by well-seasoned and highly experienced asset-based lending professionals located in Southeast Michigan. The team will employ strict asset-based underwriting standards to originate and monitor working capital and term financings for middle-market companies located in the Midwest that are experiencing a transition event and will also participate in asset-based agent transactions. Citizens expects the initial team to be in place and begin originating new business relationships during the second quarter of 2006 and may hire additional members as volumes build.

Stock Repurchase Program

During the first quarter of 2006, Citizens repurchased a total of 255,000 shares of its stock at an average price of $26.86. As of March 31, 2006 there are 1,986,200 shares remaining to be purchased under the program approved by the company’s Board of Directors on October 16, 2003.

Dividend Announcement

The Board of Directors of Citizens Banking Corporation declared a cash dividend of $0.29 per share of common stock. This is an increase of $0.005 or 1.8% from the previous quarterly dividend of $0.285. The dividend is payable on May 11, 2006, to shareholders of record on May 1, 2006.

Investor Conference Call

William R. Hartman, chairman, president and CEO, Charles D. Christy, CFO, John D. Schwab, chief credit officer, and Martin E. Grunst, treasurer, will review the quarter’s results in a conference call for investors and analysts beginning at 10:00am EDT on Friday, April 21, 2006.

A live audio webcast is available at http://www.vcall.com/IC/CEPage.asp?ID=103323. To participate in the conference call, please call the number below approximately 10 minutes prior to the scheduled conference time. US/Canada Dial-In Number: (877) 407-8031 International Dial-In Number: (201) 689-8031 Conference ID: 198846 Conference Name: “Citizens Banking Corporation First Quarter Earnings Conference Call”. RSVP is not required.

A playback of the conference call will be available after 12:00pm EDT through May 5, 2006, by dialing US/Canada Dial-In Number: (877) 660-6853 or International Dial-In Number: (201) 612-7415, Account Number: 286, Conference ID: 198846. Also, the call can be accessed via Citizens’ website, through the Investor Relations section at www.citizensonline.com.

Corporate Profile

Citizens Banking Corporation is a diversified financial services company providing a full range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens operates 183 branch, private banking, and financial center locations and 188 ATMs throughout Michigan, Wisconsin, and Iowa.

Safe Harbor Statement

Discussions in this release that are not statements of historical fact (including statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” and “plan”) are forward-looking statements that involve risks and uncertainties, and Citizens’ actual future results could materially differ from those discussed. Factors that could cause or contribute to such differences include, without limitation, adverse changes in Citizens’ loan and lease portfolios resulting in credit risk-related losses and expenses (including losses due to fraud, Michigan automobile-related industry changes and shortfalls, and other economic factors) as well as additional increases in the allowance for loan losses; fluctuations in market interest rates, the effects on net interest income of changes in Citizens’ interest rate risk position and the potential inability to hedge interest rate risks economically; adverse changes in economic or financial market conditions and the economic effects of terrorist attacks and potential attacks; Citizens’ potential inability to continue to attract core deposits; Citizens’ potential inability to continue to obtain third party financing on favorable terms; adverse changes in competition, pricing environments or relationships with major customers; unanticipated expenses and payments relating to litigation brought against Citizens from time to time; Citizens’ potential inability to adequately invest in and implement products and services in response to technological changes; adverse changes in applicable laws and regulatory requirements; the potential lack of market acceptance of Citizens’ products and services; changes in accounting and tax rules and interpretations that negatively impact results of operations or financial position; the potential inadequacy of Citizens’ business continuity plans or data security systems; the potential failure of Citizens’ external vendors to fulfill their contractual obligations to Citizens; Citizens’ potential inability to integrate acquired operations; unanticipated environmental liabilities or costs; impairment of the ability of the banking subsidiaries to pay dividends to the holding company parent; the potential circumvention of Citizens’ controls and procedures; Citizens’ success in managing the risks involved in the foregoing; and other risks and uncertainties detailed from time to time in its filings with the Securities and Exchange Commission. Other factors not currently anticipated may also materially and adversely affect Citizens’ results of operations. There can be no assurance that future results will meet expectations. While Citizens believes that the forward-looking statements in this release are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. Citizens does not undertake, and expressly disclaims any obligation to update or alter any statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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(Financial highlights follow)

Visit our website at http://www.citizensonline.com

Consolidated Balance Sheets (Unaudited)
Citizens Banking Corporation and Subsidiaries


	March 31,			December 31,			March 31,
(in thousands)	2006			2005			2005

*Assets*

Cash and due from banks	$	152,077		$	194,748		$	145,707
Interest-bearing deposits with banks		1,503			380			1,596
Investment Securities:
Available-for-sale (amortized cost $1,479,416, $1,501,819 and $1,761,586, respectively)
U.S. Treasury and federal agency securities		1,087,099			1,122,306			1,377,766
State and municipal securities		378,454			378,235			386,515
Other securities		1,243			1,456			963
Held-to-maturity:
State and municipal securities (fair value of $89,699, $82,364 and $58,622, respectively)		90,346			82,431			58,942
FHLB and Federal Reserve stock		55,975			55,911			68,020

Total investment securities		1,613,117			1,640,339			1,892,206
Mortgage loans held for sale		13,399			16,252			34,627
Portfolio loans:
Commercial		1,688,970			1,688,079			1,626,541
Commercial real estate		1,418,596			1,402,128			1,313,825
Residential mortgage loans		549,116			539,824			495,953
Direct consumer		1,109,249			1,142,002			1,173,234
Indirect consumer		826,060			844,086			820,289

Total portfolio loans		5,591,991			5,616,119			5,429,842
Less: Allowance for loan losses		(115,423	)		(116,400	)		(120,945	)

Net portfolio loans		5,476,568			5,499,719			5,308,897
Premises and equipment		120,719			121,730			121,107
Goodwill		54,527			54,527			54,527
Other intangible assets		10,408			11,133			13,307
Bank owned life insurance		85,142			84,435			83,072
Other assets		135,857			128,620			121,690

*Total assets*	$	7,663,317		$	7,751,883		$	7,776,736


*Liabilities*

Noninterest-bearing deposits	$	899,850		$	969,074		$	891,849
Interest-bearing demand deposits		816,293			891,313			1,106,744
Savings deposits		1,452,638			1,437,024			1,578,058
Time deposits		2,355,206			2,176,428			1,712,883

Total deposits		5,523,987			5,473,839			5,289,534
Federal funds purchased and securities sold under agreements to repurchase		401,702			505,879			853,926
Other short-term borrowings		852			23,242			6,157
Other liabilities		82,203			86,351			79,656
Long-term debt		1,003,029			1,006,109			901,875

Total liabilities		7,011,773			7,095,420			7,131,148

*Shareholders’ Equity*

Preferred stock — no par value		—			—			—
Common stock — no par value		80,341			85,526			94,966
Retained earnings		578,980			570,483			546,882
Accumulated other comprehensive income		(7,777	)		454			3,740

Total shareholders’ equity		651,544			656,463			645,588

*Total liabilities and shareholders’ equity*	$	7,663,317		$	7,751,883		$	7,776,736

Consolidated Statements of Income (Unaudited)
Citizens Banking Corporation and Subsidiaries


	Three Months Ended
	March 31,
(in thousands, except per share amounts)	2006			2005

*Interest Income*
Interest and fees on loans	$	93,451		$	79,272
Interest and dividends on investment securities:
Taxable		13,611			14,688
Tax-exempt		5,317			5,197
Money market investments		12			9

Total interest income		112,391			99,166

*Interest Expense*
Deposits		30,992			18,071
Short-term borrowings		3,736			4,441
Long-term debt		10,188			8,421

Total interest expense		44,916			30,933

*Net Interest Income*		67,475			68,233
Provision for loan losses		3,000			3,000

Net interest income after provision for loan losses		64,475			65,233

*Noninterest Income*
Service charges on deposit accounts		8,875			8,287
Trust fees		5,042			4,412
Mortgage and other loan income		2,010			2,360
Brokerage and investment fees		1,515			1,599
ATM network user fees		987			873
Bankcard fees		1,057			840
Fair value change in CD swap derivatives		(207	)		—
Other		6,284			4,084

Total fees and other income		25,563			22,455
Investment securities gains (losses)		7			6

Total noninterest income		25,570			22,461
*Noninterest Expense*
Salaries and employee benefits		32,256			33,351
Occupancy		5,942			5,560
Professional services		4,078			4,199
Equipment		3,166			3,301
Data processing services		3,739			3,369
Advertising and public relations		2,034			1,746
Postage and delivery		1,462			1,590
Telephone		1,464			1,441
Other loan expenses		416			375
Stationery and supplies		727			919
Intangible asset amortization		725			725
Other		5,563			4,025

Total noninterest expense		61,572			60,601

*Income Before Income Taxes*		28,473			27,093
Income tax provision		7,717			7,013

*Net Income*	$	20,756		$	20,080

*Net Income Per Common Share:*
Basic	$	0.49		$	0.46
Diluted		0.48			0.46
*Cash Dividends Declared Per Common Share*		0.285			0.285

*Average Common Shares Outstanding:*
Basic		42,784			43,224
Diluted		42,941			43,646

Selected Quarterly Information
Citizens Banking Corporation and Subsidiaries


	1st Qtr 2006			4th Qtr 2005			3rd Qtr 2005			2nd Qtr 2005			1st Qtr 2005

*Summary of Operations (thousands)*
Interest income	$	112,391		$	111,958		$	108,506		$	103,619		$	99,166
Interest expense		44,916			42,863			38,864			34,840			30,933
Net interest income		67,475			69,095			69,642			68,779			68,233
Provision for loan losses ⁽¹⁾		3,000			(7,287	)		4,000			1,396			3,000
Net interest income after provision for loan losses		64,475			76,382			65,642			67,383			65,233
Total fees and other income ⁽²⁾		25,563			19,930			23,941			23,109			22,455
Investment securities gains (losses) ⁽³⁾		7			(8,970	)		—			37			6
Noninterest expense		61,572			60,901			60,550			60,990			60,601
Income tax provision		7,717			7,553			8,041			8,974			7,013
Net income		20,756			18,888			20,992			20,565			20,080
Taxable equivalent adjustment		3,416			3,432			3,284			3,324			3,353

*At Period End (millions)*
Assets	$	7,663		$	7,752		$	7,851		$	7,826		$	7,777
Earning assets		7,220			7,274			7,397			7,399			7,358
Portfolio loans		5,592			5,616			5,569			5,523			5,430
Deposits		5,524			5,474			5,226			5,201			5,290
Shareholders’ equity		652			656			655			662			646

*Average Balances (millions)*
Assets	$	7,654		$	7,754		$	7,821		$	7,807		$	7,728
Earning assets		7,204			7,311			7,393			7,386			7,302
Portfolio loans		5,561			5,575			5,531			5,472			5,393
Deposits		5,513			5,305			5,239			5,254			5,349
Shareholders’ equity		655			654			655			654			649
Shareholders’ equity / assets		8.55	%		8.43	%		8.38	%		8.37	%		8.40	%

*Credit Quality Statistics (thousands)*
Nonaccrual loans	$	27,689		$	32,140		$	35,527		$	42,191		$	36,593
Loans 90 or more days past due and still accruing		547			385			92			2			11
Restructured loans		1,844			—			13			32			42

Total nonperforming loans		30,080			32,525			35,632			42,225			36,646
Other repossessed assets acquired (ORAA)		6,397			7,351			6,984			6,817			7,118

Total nonperforming assets	$	36,477		$	39,876		$	42,616		$	49,042		$	43,764

Allowance for loan losses	$	115,423		$	116,400		$	118,626		$	119,967		$	120,945
Allowance for loan losses as a percent of portfolio loans		2.06	%		2.07	%		2.13	%		2.17	%		2.23	%
Allowance for loan losses as a percent of nonperforming assets		316.43			291.90			278.36			244.62			276.36
Allowance for loan losses as a percent of nonperforming loans		383.72			357.88			332.92			284.11			330.04
Nonperforming assets as a percent of portfolio loans plus ORAA		0.65			0.71			0.76			0.89			0.80
Nonperforming assets as a percent of total assets		0.48			0.51			0.54			0.63			0.56
Net loans charged off as a percent of average portfolio loans (annualized)		0.29			(0.36	)		0.38			0.17			0.32
Net loans charged off (000)	$	3,977		$	(5,061	)	$	5,341		$	2,374		$	4,239

*Per Common Share Data*
Net Income:
Basic	$	0.49		$	0.44		$	0.49		$	0.48		$	0.46
Diluted		0.48			0.44			0.48			0.47			0.46
Dividends		0.285			0.285			0.285			0.285			0.285
Market Value:
High	$	28.66		$	30.22		$	32.15		$	30.98		$	34.81
Low		25.62			26.67			28.20			26.35			29.02
Close		26.85			27.75			28.40			30.22			29.36
Book value		15.23			15.28			15.21			15.31			14.95
Shares outstanding, end of period (000)		42,770			42,968			43,044			43,261			43,173

*Performance Ratios (annualized)*
Net interest margin (FTE) ⁽⁴⁾		3.97	%		3.95	%		3.93	%		3.92	%		3.96	%
Return on average assets		1.10			0.97			1.06			1.06			1.05
Return on average shareholders’ equity		12.86			11.46			12.71			12.62			12.54
Efficiency ratio ⁽⁵⁾		63.84			65.87			62.51			64.06			64.44


⁽¹⁾		The provision for loan losses and note loans charged off during the fourth quarter of 2005 reflect an insurance settlement of $9.1 million accounted for as a loan loss recovery.

⁽²⁾		Total fees and other income includes a cumulative charge of $3.6 million on swaps related to brokered certificates during the fourth quarter of 2005.

⁽³⁾		Investment securities gains (losses) includes a net loss of $9.0 million on the sale of securities as a result of restructuring the investment portfolio during the fourth quarter of 2005.

⁽⁴⁾		Net interest margin is presented on an annual basis, includes taxable equivalent adjustments to interest income and is based on a tax rate of 35%.

⁽⁵⁾		The Efficiency Ratio measures how efficiently a bank spends its revenues. The formula is: Noninterest expense/(Net interest income + Taxable equivalent adjustment + Total fees and other income).

Financial Summary and Comparison
Citizens Banking Corporation and Subsidiaries


	Three months ended
	March 31,
	2006			2005			% Change

*Summary of Operations (thousands)*

Interest income	$	112,391		$	99,166			13.3	%
Interest expense		44,916			30,933			45.2
Net interest income		67,475			68,233			(1.1	)
Provision for loan losses		3,000			3,000			0.0
Net interest income after provision for loan losses		64,475			65,233			(1.2	)
Total fees and other income		25,563			22,455			13.8
Investment securities gains (losses)		7			6			15.0
Noninterest expense		61,572			60,601			1.6
Income tax provision		7,717			7,013			10.0
Net income		20,756			20,080			3.4


*At Period End (millions)*

Assets	$	7,663		$	7,777			(1.5	)%
Earning assets		7,220			7,358			(1.9	)
Portfolio loans		5,592			5,430			3.0
Deposits		5,524			5,290			4.4
Shareholders’ equity		652			646			0.9


*Average Balances (millions)*

Assets	$	7,654		$	7,728			(1.0	)%
Earning assets		7,204			7,302			(1.3	)
Portfolio loans		5,561			5,393			3.1
Deposits		5,513			5,349			3.1
Shareholders’ equity		655			649			0.8
Shareholders’ equity / assets		8.55	%		8.40	%		1.8


*Per Common Share Data*

Net Income:
Basic	$	0.49		$	0.46			6.5	%
Diluted		0.48			0.46			4.3
Dividends		0.285			0.285			0.0

Market Value:
High	$	28.66		$	34.81			(17.7	)
Low		25.62			29.02			(11.7	)
Close		26.85			29.36			(8.5	)
Book value		15.23			14.95			1.9
Tangible book value		13.72			13.38			2.5
Shares outstanding, end of period (000)		42,770			43,173			(0.9	)


*Performance Ratios (annualized)*

Net interest margin (FTE) ⁽¹⁾		3.97	%		3.96	%		0.3	%
Return on average assets		1.10			1.05			4.8
Return on average shareholders’ equity		12.86			12.54			2.6
Net loans charged off as a percent of average portfolio loans		0.29			0.32			(9.4	)


⁽¹⁾		Net interest margin is presented on an annual basis and includes taxable equivalent adjustments to interest income of $3.4 million and $3.4 million for the three months ended March 31, 2006 and 2005, respectively, based on a tax rate of 35%.

Noninterest Income and Noninterest Expense (Unaudited)
Citizens Banking Corporation and Subsidiaries


	Three Months Ended
	Mar 31			Dec 31			Sep 30		Jun 30		Mar 31
(in thousands)	2006			2005			2005		2005		2005

NONINTEREST INCOME:

Service charges on deposit accounts	$	8,875		$	8,957		$	9,343	$	8,822	$	8,287
Trust fees		5,042			4,989			4,541		4,503		4,412
Mortgage and other loan income		2,010			2,099			2,450		2,074		2,360
Brokerage and investment fees		1,515			1,946			1,974		2,284		1,599
ATM network user fees		987			1,065			1,194		1,223		873
Bankcard fees		1,057			1,027			976		961		840
Fair value change in CD swap derivatives		(207	)		(3,604	)		—		—		—
Other income		6,284			3,451			3,463		3,242		4,084

Total fees and other income		25,563			19,930			23,941		23,109		22,455
Investment securities gains (losses)		7			(8,970	)		—		37		6

TOTAL NONINTEREST INCOME	$	25,570		$	10,960		$	23,941	$	23,146	$	22,461


NONINTEREST EXPENSE:

Salaries and employee benefits	$	32,256		$	32,391		$	34,060	$	32,351	$	33,351
Occupancy		5,942			5,631			5,255		5,685		5,560
Professional services		4,078			4,837			4,517		3,726		4,199
Equipment		3,166			3,263			3,133		4,937		3,301
Data processing services		3,739			3,744			3,188		3,499		3,369
Advertising and public relations		2,034			2,570			1,717		1,820		1,746
Postage and delivery		1,462			1,591			1,512		1,520		1,590
Telephone		1,464			1,333			1,242		1,465		1,441
Other loan expenses		416			686			720		874		375
Stationery and supplies		727			844			726		602		919
Intangible asset amortization		725			725			725		724		725
Other expense ⁽¹⁾		5,563			3,286			3,755		3,787		4,025

TOTAL NONINTEREST EXPENSE	$	61,572		$	60,901		$	60,550	$	60,990	$	60,601


⁽¹⁾The quarter ended March 31, 2006 includes the $1.5 million contribution to Citizens charitable foundation.

Average Balances, Yields and Rates


	Three Months Ended
	March 31, 2006						December 31, 2005						March 31, 2005
	Average			Average			Average			Average			Average			Average
(dollars in thousands)	Balance			Rate ⁽¹⁾			Balance			Rate ⁽¹⁾			Balance ⁽²⁾			Rate ⁽¹⁾⁽²⁾

*Earning Assets*
Money market investments	$	1,684			2.82			1,688			3.09			1,799			2.01
Investment securities ⁽³⁾:
Taxable		1,181,397			4.61			1,271,730			4.40			1,435,683			4.09
Tax-exempt		446,657			7.33			436,445			7.52			420,931			7.60
Mortgage loans held for sale		16,471			5.64			29,545			5.48			31,341			5.49
Portfolio loans ⁽⁴⁾:
Commercial		1,646,899			7.02			1,636,024			6.70			1,615,304			5.62
Commercial real estate		1,415,201			6.88			1,389,810			6.62			1,291,629			6.08
Residential mortgage loans		541,390			5.66			534,840			5.64			497,925			5.47
Direct consumer		1,124,379			7.22			1,158,271			6.89			1,167,894			6.03
Indirect consumer		833,436			6.61			855,945			6.62			820,291			6.66

Total portfolio loans		5,561,305			6.83			5,574,890			6.61			5,393,043			5.96

Total earning assets		7,207,514			6.49			7,314,298			6.27			7,282,797			5.68

*Nonearning Assets*
Cash and due from banks		165,909						165,562						158,195
Bank premises and equipment		121,348						121,197						120,902
Investment security fair value adjustment		(3,305	)					(3,159	)					18,974
Other nonearning assets		278,550						274,197						268,861
Allowance for loan losses		(116,151	)					(118,215	)					(121,267	)

Total assets	$	7,653,865					$	7,753,880					$	7,728,462

*Interest-Bearing Liabilities*
Deposits:
Interest-bearing demand	$	857,273			0.64		$	904,447			0.64		$	1,153,239			0.70
Savings deposits		1,448,866			2.23			1,414,788			1.84			1,626,232			1.27
Time deposits		2,281,926			3.85			2,036,321			3.52			1,662,673			2.68
Short-term borrowings		390,307			3.88			740,423			3.79			717,971			2.51
Long-term debt		1,004,948			4.10			957,596			4.02			927,497			3.67

Total interest-bearing liabilities		5,983,320			3.04			6,053,575			2.81			6,087,612			2.06

*Noninterest-Bearing Liabilities and Shareholders’ Equity*

Noninterest-bearing demand		924,788						949,795						906,615
Other liabilities		91,150						96,857						84,766
Shareholders’ equity		654,607						653,653						649,469

Total liabilities and shareholders’ equity	$	7,653,865					$	7,753,880					$	7,728,462


*Interest Spread*					3.45	%					3.46	%					3.62	%
Contribution of noninterest bearing sources of funds					0.52						0.49						0.34

*Net Interest Income as a Percent of Earning Assets*					3.97	%					3.95	%					3.96	%


⁽¹⁾		Average rates are presented on an annual basis and include taxable equivalent adjustments to interest income.

⁽²⁾		Certain amounts have been reclassified to conform with current year presentation.

⁽³⁾		For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

⁽⁴⁾		Nonaccrual loans are included in average balances.

Nonperforming Assets
Citizens Banking Corporation and Subsidiaries


	Three Months Ended
	Mar 31			Dec 31			Sep 30			Jun 30			Mar 31
(in thousands)	2006			2005			2005			2005			2005

Commercial⁽¹⁾
Commercial	$	10,594		$	11,880		$	14,457		$	17,903		$	12,991
Commercial real estate		5,219			5,068			5,720			9,692			11,004

Total commercial		15,813			16,948			20,177			27,595			23,995
Consumer:
Direct		3,911			4,326			4,459			3,726			3,474
Indirect		569			2,454			962			1,042			1,025
Residential mortgage		7,396			8,412			9,929			9,828			8,099
Loans 90 days or more past due and still accruing		547			385			92			2			11
Restructured loans		1,844			—			13			32			42

Total Nonperforming Loans		30,080			32,525			35,632			42,225			36,646
Other Repossessed Assets Acquired		6,397			7,351			6,984			6,817			7,118

Total Nonperforming Assets	$	36,477		$	39,876		$	42,616		$	49,042		$	43,764



⁽¹⁾ Changes in commercial nonperforming loans (including restructured loans) for the quarter (in millions):
Inflows	$	9.8		$	10.6		$	9.9		$	21.1		$	11.2
Outflows		(9.1	)		(13.8	)		(17.3	)		(17.5	)		(15.4	)

Net change	$	0.7		$	(3.2	)	$	(7.4	)	$	3.6		$	(4.2	)

Summary of Loan Loss Experience
Citizens Banking Corporation and Subsidiaries


	Three Months Ended
	Mar 31		Dec 31			Sep 30		Jun 30		Mar 31
(in thousands)	2006		2005			2005		2005		2005

Allowance for loan losses — beginning of period	$	116,400	$	118,626		$	119,967	$	120,945	$	122,184

Provision for loan losses		3,000		(7,287	)		4,000		1,396		3,000

Charge-offs:
Commercial		921		2,068			1,912		2,722		2,463
Commercial real estate		616		912			1,965		200		678

Total commercial		1,537		2,980			3,877		2,922		3,141
Residential mortgage		198		519			182		127		324
Direct consumer		1,669		1,382			1,257		1,227		1,424
Indirect consumer		2,829		3,075			2,640		1,534		2,236

Total charge-offs		6,233		7,956			7,956		5,810		7,125


Recoveries:
Commercial		1,175		11,914			1,334		2,117		1,162
Commercial real estate		79		28			232		227		707

Total commercial		1,254		11,942			1,566		2,344		1,869
Residential mortgage		55		37			32		—		—
Direct consumer		285		329			370		377		343
Indirect consumer		662		709			647		715		674

Total recoveries		2,256		13,017			2,615		3,436		2,886

Net charge-offs		3,977		(5,061	)		5,341		2,374		4,239

Allowance for loan losses — end of period	$	115,423	$	116,400		$	118,626	$	119,967	$	120,945

Reserve for loan commitments — end of period	$	2,684	$	3,023		$	3,023	$	2,868	$	2,596


	Three Months Ended March 31, 2006
				Commercial		Residential		Direct		Indirect
(in thousands)	Commercial			real estate		mortgage		consumer		consumer		Total
Charge-offs:
Michigan	$	620		$	509	$	158	$	1,374	$	2,829	$	5,490
Wisconsin		301			107		39		259		—		706
Iowa		—			—		1		36		—		37

Total charge-offs		921			616		198		1,669		2,829		6,233


Recoveries:
Michigan		346			30		43		239		662		1,320
Wisconsin		825			49		8		40		—		922
Iowa		4			—		4		6		—		14

Total recoveries		1,175			79		55		285		662		2,256

Net charge-offs	$	(254	)	$	537	$	143	$	1,384	$	2,167	$	3,977


000-10535		38-2378932
(Commission File Number)		(IRS Employer Identification No.)

328 South Saginaw Street, Flint, Michigan		48502
(Address of Principal Executive Offices)		(Zip Code)


Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Index to Exhibits
Press Release dated April 20, 2006


	CITIZENS BANKING CORPORATION
	By:	/s/ Thomas W. Gallagher
		Thomas W. Gallagher
		Its: General Counsel and Secretary


Exhibit No.		Description
Exhibit 99.1		Press Release, dated April 20, 2006.

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