<PAGE>
EXHIBIT 1.1
EXECUTION COPY
CITIZENS FUNDING TRUST I
7.50% Enhanced Trust Preferred Securities
Fully and
unconditionally guaranteed on a junior subordinated basis,
as described in the Prospectus, by
CITIZENS BANKING CORPORATION
UNDERWRITING AGREEMENT
SEPTEMBER 26, 2006
<PAGE>
UNDERWRITING AGREEMENT
September 26, 2006
Morgan Stanley & Co. Incorporated
UBS Securities LLC
as Managing
Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026
Ladies and Gentlemen:
Citizens Funding Trust I, a statutory trust organized under the
laws
of the State of Delaware (the "Trust"), a subsidiary of Citizens
Banking
Corporation, a Michigan corporation (the "Company" and, together
with the
Trust, the "Offerors"), proposes to issue and sell to the several
underwriters
named in Schedule A hereto (the "Underwriters"), for whom you are
acting as
representatives, $150,000,000 aggregate liquidation amount of 7.50%
Enhanced
Trust Preferred Securities (liquidation amount $25 per trust
preferred security)
issued by the Trust (the "Securities"). The Securities are
described in the
Prospectus that is referred to below.
The Securities are to be issued under an amended and restated
trust
agreement (the "Trust Agreement"), to be dated as of the Closing
Date, among the
Company, as depositor, U.S. Bank National Association, as property
trustee (the
"Property Trustee"), U.S. Bank Trust National Association, as
Delaware trustee
(the "Delaware Trustee"), and two individuals who are officers or
employees of
the Company, as administrative trustees (the "Administrative
Trustees" and,
together with the Property Trustee and the Delaware Trustee, the
"Trustees"),
and the holders from time to time of undivided beneficial interests
in the
assets of the Trust. The Securities will be guaranteed by the
Company on a
junior subordinated basis with respect to distributions and amounts
payable upon
liquidation or redemption (the "Guarantee"), to the extent
described in the
Prospectus, pursuant to a guarantee agreement, to be dated as of
the Closing
Date (the "Guarantee Agreement"), between the Company and U.S. Bank
National
Association, as guarantee trustee (the "Guarantee Trustee").
The Trust will use the proceeds from the sale of the Securities
together with the proceeds from the sale of its common securities
(the "Common
Securities") to the Company to purchase $150,010,000 aggregate
principal amount
of 7.50% Junior Subordinated Debentures due 2066 (the "Junior
Subordinated
Debentures") issued by the Company pursuant to the provisions of a
junior
subordinated indenture to be dated as of the Closing Date (the
"Indenture"), as
supplemented by a first supplemental indenture to be dated as of
the Closing
Date (the "First Supplemental Indenture") between the Company and
U.S. Bank
National Association, as trustee (the "Indenture Trustee").
The Offerors have prepared and filed in respect of the Securities,
in
accordance with the provisions of the Securities Act of 1933, as
amended, and
the rules and regulations
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promulgated thereunder (collectively, the "Act"), with the
Securities and
Exchange Commission (the "Commission") an "automatic shelf
registration
statement" (as defined in Rule 405 under the Act) on Form S-3 (File
No.
333-137490) (the "registration statement"), including a prospectus,
which
registration statement incorporates by reference documents which
the Company has
filed, or will file, in accordance with the provisions of the
Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder
(collectively, the "Exchange Act"). Such registration statement,
and any post
effective amendment thereto, became effective on filing.
Except where the context otherwise requires, "Registration
Statement",
as used herein, means the registration statement, as amended at the
time of such
registration statement's effectiveness for purposes of Section 11
of the Act, as
such section applies to the respective Underwriters (the "Effective
Time"),
including (i) all documents filed as a part thereof or incorporated
or deemed to
be incorporated by reference therein and (ii) any information
contained or
incorporated by reference in a prospectus filed with the Commission
pursuant to
Rule 424(b) under the Act, to the extent such information is
deemed, pursuant to
Rule 430B under the Act, to be part of the registration statement
at the
Effective Time.
The Offerors have furnished to you, for use by the Underwriters and
by
dealers in connection with the offering of the Securities, copies
of one or more
preliminary prospectus supplements, and the documents incorporated
by reference
therein, relating to the Securities. Except where the context
otherwise
requires, "Pre-Pricing Prospectus", as used herein, means each such
preliminary
prospectus supplement, in the form so furnished, including any
basic prospectus
(whether or not in preliminary form) furnished to you by the
Offerors and
attached to or used with such preliminary prospectus supplement.
Except where
the context otherwise requires, "Basic Prospectus", as used herein,
means any
such basic prospectus and any basic prospectus furnished to you by
the Offerors
and attached to or used with the Prospectus Supplement (as defined
below).
Except where the context otherwise requires:
- "Pricing
Prospectus", as used herein, means the Pre-Pricing
Prospectus (including the related Basic Prospectus), as amended
and supplemented immediately prior to the Applicable Time;
-
"Prospectus Supplement", as used herein, means the final
prospectus supplement, relating to the Securities, filed by the
Offerors with the Commission pursuant to Rule 424(b) under the
Act on or before the second business day after the date hereof
(or such earlier time as may be required under the Act), in the
form furnished by the Offerors to you for use by the
Underwriters
and by dealers in connection with the offering of the
Securities;
and
-
"Prospectus", as used herein, means the Prospectus Supplement
together with the Basic Prospectus attached to or used with the
Prospectus Supplement.
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"Permitted Free Writing Prospectuses", as used herein, means
the
documents listed on Schedule B attached hereto and each "road show"
(as defined
in Rule 433 under the Act), if any, related to the offering of the
Securities
contemplated hereby that is a "written communication" (as defined
in Rule 405
under the Act). Each Underwriter severally covenants and agrees
with the
Offerors that such Underwriter has not offered or sold and will not
offer or
sell, without the Company's prior written consent, any Securities
by means of
any "free writing prospectus" (as defined in Rule 405 under the
Act) (other than
one or more term sheets containing customary information which in
their final
form will not be inconsistent with Exhibit C hereof) where the use
or reference
to such free writing prospectus would require the filing of any
"issuer
information" (as defined in Rule 433 under the Act), other than a
Permitted Free
Writing Prospectus.
"Pricing Disclosure Package", as used herein, means the Pricing
Prospectus as supplemented by the final term sheet prepared and
filed pursuant
to Section 4(b) hereof, taken together with each Permitted Free
Writing
Prospectus, as of 11:00 a.m. (Eastern time) on the date of this
Agreement (the
"Applicable Time").
Any reference herein to the Registration Statement, any Basic
Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement,
the
Prospectus or any Permitted Free Writing Prospectus shall be deemed
to refer to
and include the documents, if any, incorporated by reference, or
deemed to be
incorporated by reference, therein (the "Incorporated Documents"),
including,
unless the context otherwise requires, the documents, if any, filed
as exhibits
to such Incorporated Documents. Any reference herein to the terms
"amend",
"amendment" or "supplement", with respect to the Registration
Statement, any
Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus
Supplement, the
Prospectus or any Permitted Free Writing Prospectus shall be deemed
to refer to
and include the filing of any document under the Exchange Act on or
after the
initial effective date of the Registration Statement, or the date
of such Basic
Prospectus, such Pre-Pricing Prospectus, the Prospectus Supplement,
the
Prospectus or such Permitted Free Writing Prospectus, as the case
may be, and
deemed to be incorporated therein by reference.
As used in this Agreement, "business day" shall mean a day on
which
the New York Stock Exchange (the "NYSE") is open for trading. The
terms
"herein", "hereof", "hereto", "hereinafter" and similar terms, as
used in this
Agreement, shall in each case refer to this Agreement as a whole
and not to any
particular section, paragraph, sentence or other subdivision of
this Agreement.
The term "or", as used herein, is not exclusive.
The Offerors and the Underwriters agree as follows:
1. Sale and Purchase. Upon the basis of the representations and
warranties and subject to the terms and conditions herein set
forth, the Trust
agrees to issue and sell to the respective Underwriters and each of
the
Underwriters, severally and not jointly, agrees to purchase from
the Trust the
number of Securities set forth opposite the name of such
Underwriter in Schedule
A attached hereto, subject to adjustment in accordance with Section
8 hereof, in
each case at a purchase price of $25.00 per Security. The Offerors
are advised
by you that the Underwriters intend (i) to make a public offering
of their
respective portions of the Securities as soon after the
effectiveness of this
Agreement as in your judgment is advisable and
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(ii) initially to offer the Securities upon the terms set forth in
the
Prospectus. You may from time to time increase or decrease the
public offering
price after the initial public offering to such extent as you may
determine.
In consideration of such purchases on the Closing Date, the
proceeds
of which will be used to purchase the Junior Subordinated
Debentures, the
Offerors shall pay to the Underwriters as compensation, in
immediately available
funds, on the Closing Date, an aggregate of $4,480,625.
2. Payment and Delivery. Payment of the purchase price for the
Securities shall be made to the Company, on behalf of the Trust, by
Federal
Funds wire transfer against delivery of the Securities to you
through the
facilities of The Depository Trust Company ("DTC") for the
respective accounts
of the Underwriters. Such payment and delivery shall be made at
10:00 a.m., New
York City time, on October 3, 2006 (such time being referred to
herein as the
"Time of Purchase", and such date being referred to herein as the
"Closing
Date") (unless another time shall be agreed to by you and the
Offerors or unless
postponed in accordance with the provisions of Section 8 hereof).
Electronic
transfer of the Securities shall be made to you at the Time of
Purchase in such
names and in such denominations as you shall specify.
Deliveries of the documents described in Section 6 hereof with
respect
to the purchase of the Securities shall be made at the offices of
Sullivan &
Cromwell LLP at 125 Broad Street, New York, New York, 10004, at
9:00 a.m., New
York City time, on the date of closing of the Securities.
3. Representations and Warranties of the Offerors. The Company
represents and warrants to and agrees with each of the
Underwriters, and the
Trust represents, warrants to and agrees with each of the
Underwriters with
respect to matters relating to the Trust, that:
(a) the Registration Statement has heretofore become effective
under
the
Act; no stop order of the Commission preventing or suspending the
use
of
any Basic Prospectus, any Pre-Pricing Prospectus, the
Prospectus
Supplement, the Prospectus or any Permitted Free Writing
Prospectus, or the
effectiveness of the Registration Statement, has been issued, and
no
proceedings for such purpose have been instituted or, to the
Offerors'
knowledge, threatened by the Commission;
(b) the Registration Statement complied when it became
effective,
complies as of the date hereof and, as amended or supplemented, at
the Time
of
Purchase in connection with any sale of Securities, will comply, in
all
material respects, with the requirements of the Act; the conditions
to the
use
of Form "S-3" in connection with the offering and sale of the
Securities as contemplated hereby have been satisfied; the
Registration
Statement constitutes an "automatic shelf registration statement"
(as
defined in Rule 405 under the Act); the Offerors have not received
from the
Commission a notice, pursuant to Rule 401(g)(2) under the Act, of
objection
to
the use of the automatic shelf registration statement form; as of
the
determination date applicable to the Registration Statement (and
any
amendment thereof) and
the offering contemplated hereby, the Company is a
"well-known seasoned issuer" as defined in Rule 405 under the Act;
the
Registration Statement did not, as of the Effective Time, contain
an untrue
statement of a
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material fact or omit to state a material fact required to be
stated
therein or necessary to make the statements therein not misleading;
each
Pre-Pricing Prospectus complied, at the time it was filed with
the
Commission, and complies as of the date hereof, in all material
respects
with
the requirements of the Act; each Pre-Pricing Prospectus and
any
amendment or supplement thereto, as of its date and the date it was
filed
with
the Commission, and the Pricing Prospectus, as then amended or
supplemented as of the Applicable Time, in each case when read
together
with
the then issued Permitted Free Writing Prospectuses and the
information in Schedule C hereto, did not include an untrue
statement of a
material fact or omit to state a material fact necessary in order
to make
the
statements therein, in the light of the circumstances under which
they
were
made, not misleading; each of the Prospectus Supplement and the
Prospectus will comply, as of the date that it is filed with
the
Commission, the date of the Prospectus Supplement, the Time of
Purchase in
connection with any sale of Securities, in all material respects,
with the
requirements of the Act (in the case of the Prospectus, including,
without
limitation, Section 10(a) of the Act); at no time during the period
that
begins on the earlier of the date of the Prospectus Supplement and
the date
the
Prospectus Supplement is filed with the Commission and ends at
the
later of the Time of Purchase and the end of the period during
which a
prospectus is required by the Act to be delivered (whether
physically or
through compliance with Rule 172 under the Act or any similar rule)
in
connection with any sale of Securities did or will the Prospectus,
as then
amended or supplemented, include an untrue statement of a material
fact or
omit
to state a material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they were
made, not
misleading; each Permitted Free Writing Prospectus does not
conflict in any
material respect with the information contained in the
Registration
Statement, the Pricing Prospectus or the Prospectus and, each
Permitted
Free
Writing Prospectus, when read together with the Pricing
Prospectus,
any
other Permitted Free Writing Prospectuses then issued and the
information in Schedule C hereto, as of the Applicable Time, did
not
include an untrue statement of a material fact or omit to state a
material
fact
necessary in order to make the statements therein, in the light of
the
circumstances under which they were made, not misleading;
provided,
however, that the Offerors make no representation or warranty in
this
Section 3(b) with respect to any statement contained in or omission
from
the
Registration Statement, any Pre-Pricing Prospectus, the Prospectus
or
any
Permitted Free Writing Prospectus in reliance upon and in
conformity
with
information concerning an Underwriter and furnished in writing by
or
on
behalf of such Underwriter through you to the Offerors expressly
for use
in
the Registration Statement, such Pre-Pricing Prospectus, the
Prospectus
or
such Permitted Free Writing Prospectus; each Incorporated Document,
at
the
time such document was filed with the Commission or at the time
such
document became effective, as applicable, complied, in all
material
respects, with the requirements of the Exchange Act and did not
include an
untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements therein, in the light of
the
circumstances under which they were made, not misleading;
(c) prior to the execution of this Agreement, the Offerors have
not,
directly or indirectly, offered or sold any Securities by means of
any
"prospectus" (within the meaning of the Act) or used any
"prospectus"
(within the meaning of the Act) in connection with the offer or
sale of the
Securities other than the Pre-Pricing Prospectuses
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and
the Permitted Free Writing Prospectuses, if any; neither Offeror is
an
"ineligible issuer" (as defined in Rule 405 under the Act) for the
purposes
of
Rules 164 and Rule 433 under the Act with respect to the offer of
the
Securities; and the Offerors have complied with the requirements of
Rule
163,
Rule 164 and Rule 433 under the Act applicable to any Permitted
Free
Writing Prospectus;
(d) as of the date set forth in the Prospectus, the Company has
an
outstanding capitalization as set forth in the section of the
Pricing
Prospectus and the Prospectus entitled "Capitalization" (and any
similar
sections or information, if any, contained in any Permitted Free
Writing
Prospectus); the Securities are duly listed, and admitted and
authorized
for
trading, subject to official notice of issuance, on the New York
Stock
Exchange (the "NYSE")";
(e) the Company has been duly incorporated and is an existing
corporation under the laws of the State of Michigan, with power
and
authority (corporate and other) to own its properties and conduct
its
business as described in the Pricing Disclosure Package; and the
Company is
duly
qualified to do business as a foreign corporation in good standing
in
all
other jurisdictions in which its ownership or lease of property or
the
conduct of its business requires such qualification, except for
such
failure to qualify that would not, individually or in the
aggregate, have a
material adverse effect on (i) the Trust, (ii) the condition
(financial or
other), business, properties or results of operations of the
Company and
its
subsidiaries taken as a whole or (iii) the consummation of any of
the
transactions contemplated by the Pricing Disclosure Package or
this
Agreement (a "Material Adverse Effect");
(f) each of Citizens Bank, F&M Bank - Iowa and Citizens Bank
Wealth
Management, N.A. (the "Significant Subsidiaries") has been duly
incorporated, is validly existing as a corporation in good standing
under
the
laws of the jurisdiction of its incorporation, and each of the
Significant Subsidiaries has the corporate power and authority to
own its
property and to conduct its business as described in the Pricing
Disclosure
Package and is duly qualified to transact business and is in good
standing
in
each jurisdiction in which the conduct of its business or its
ownership
or
leasing of property requires such qualification, except to the
extent
that
the failure to be so qualified or be in good standing would not
have a
Material Adverse Effect; all of the issued shares of capital stock
of each
Subsidiary have been duly and validly authorized and issued, are
fully paid
and
non-assessable and are owned directly or indirectly by the
Company,
free
and clear of all liens, encumbrances, equities or claims; the
Company
has
no "significant subsidiaries" as defined in Rule 1-02(w) of the
Commission's Regulation S-X, other than the Significant
Subsidiaries;
(g) the Trust has been duly formed and is validly existing in
good
standing as a statutory trust under the Delaware Act, is and will
be
treated as a "grantor trust" for federal income tax purposes under
existing
law,
has the statutory trust power and authority to conduct its business
as
presently conducted and as described in the Pricing Disclosure
Package, and
to
perform its obligations hereunder and in the Trust Agreement, is
not
required to be authorized to do business in any other jurisdiction,
and is
not
a party
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<PAGE>
to
or otherwise bound by any agreement other than those described in
the
Pricing Disclosure Package;
(h) this Agreement has been duly authorized, executed and delivered
by
the
Company and the Trust and is a valid and binding agreement of
the
Company and the Trust enforceable in accordance with its terms
(except as
limited by (i) bankruptcy, insolvency or similar laws affecting
creditors'
rights generally and (ii) equitable principles of general
applicability);
(i) the Junior Subordinated Debentures have been duly authorized
by
the
Company and, when validly issued, executed and delivered by the
Company
and
authenticated in accordance with the provisions of the Indenture
and
the
First Supplemental Indenture, will be entitled to the benefits of
the
Indenture and the First Supplemental Indenture, and will be valid
and
binding obligations of the Company, enforceable in accordance with
their
terms except as limited by (i) bankruptcy, insolvency or similar
laws
affecting creditors' rights generally and (ii) equitable principles
of
general applicability;
(j) the Common Securities have been duly authorized on behalf of
the
Trust by the Company, as depositor of the Trust, and upon delivery
by the
Trust to the Company against payment therefor as set forth in the
Trust
Agreement, will be duly and validly issued and non-assessable
beneficial
interests in the Trust and will conform to the description
thereof
contained in the Pricing Disclosure Package and the Prospectus;
the
issuance of the Common Securities is not subject to preemptive or
other
similar rights; the Common Securities conform to the description
thereof
contained in the Pricing Disclosure Package; and at the Time of
Delivery
all
of the issued and outstanding Common Securities will be directly
owned
by
the Company free and clear of any security interest, mortgage,
pledge,
lien, encumbrance, claim or equity;
(k) the Guarantee Agreement, the Trust Agreement, the Junior
Subordinated Debentures, the Indenture and the First Supplemental
Indenture
(together, the "Company Agreements") have each been duly authorized
and
when
validly executed and delivered by the Company and, in the case of
the
Guarantee Agreement, by the Guarantee Trustee, in the case of the
Trust
Agreement, by the Trustees (as defined in the Trust Agreement) and,
in the
case
of the Indenture, by the Indenture Trustee, and, in the case of
the
Junior Subordinated Debentures, when validly issued by the Company
and duly
authenticated and delivered by the Indenture Trustee, will
constitute valid
and
legally binding obligations of the Company, enforceable in
accordance
with
their respective terms, subject, as to enforcement, to
bankruptcy,
insolvency, reorganization and other laws of general applicability
relating
to
or affecting creditors' rights and to general equity principles;
the
Trust Agreement, the Indenture and the Guarantee have each been
duly
qualified under the Trust Indenture Act; the Junior Subordinated
Debentures
are
entitled to the benefits of the Indenture and the First
Supplemental
Indenture; and the Company Agreements, which will be in
substantially the
form
filed as an exhibit to the Registration Statement, will conform to
the
descriptions thereof in the Pricing Disclosure Package and the
Prospectus;
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(l) the Securities have been duly and validly authorized for
issuance
by
the Trust and, when authenticated in the manner provided for in
the
Trust Agreement and issued and delivered against payment therefor
as
provided herein, will be duly and validly issued and (subject to
the terms
of
the Trust Agreement) fully paid and non-assessable undivided
beneficial
interests in the assets of the Trust, not subject to any preemptive
or
other similar rights, and will conform as to legal matters in all
material
respects to the descriptions thereof contained in the Pricing
Disclosure
Package; holders of the Securities will be entitled to the same
limitation
of
personal liability extended to stockholders of private corporations
for
profit organized under the General Corporation Law of the State
of
Delaware;
(m) Ernst &
Young LLP are independent public accountants with respect
to
the Company as required by the Securities Act;
(n) none of the Company, each Subsidiary or the Trust is in
violation
of
its respective organizational documents or in default in any
material
respect in the performance of any obligation, agreement or
condition
contained in any bond, debenture, note or other evidence of
indebtedness
material to the Company and its subsidiaries, taken as a whole, or
the
Trust, or in any other agreement, indenture or instrument material
to the
conduct of the business of the Company and its subsidiaries, taken
as a
whole, to which the Company or any of the Significant Subsidiaries
is a
party or by which it or any of the Significant Subsidiaries or
their
respective property is bound;
(o) the execution, delivery and performance of this Agreement,
the
Trust Agreement, the Securities, the Indenture, the First
Supplemental
Indenture, the Guarantee Agreement and the Junior Subordinated
Debentures
and
compliance by the Company and the Trust with all the provisions
hereof
and
thereof and the consummation by the Company and the Trust of
the
transactions contemplated hereby and thereby will not require any
consent,
approval, authorization or other order of any court, regulatory
body,
administrative agency or other governmental body (except as such
may be
required under the securities or Blue Sky laws of the various
states) and
will
not conflict with or constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws of the
Company or
any
of the Significant Subsidiaries or the Trust Agreement or any
material
indenture, agreement, or
other instrument to which it or any of the
Significant Subsidiaries is a party or by which it or any of
the
Significant Subsidiaries or their respective property is bound, or
violate
or
conflict with any laws, administrative regulations or rulings or
court
decrees applicable to the Trust, the Company, any of the
Significant
Subsidiaries or their respective property;
(p) the execution, delivery and performance of this Agreement,
the
issuance and sale of the Securities and the Common Securities, and
the
consummation of the transactions contemplated herein and therein
and
compliance by the Trust with its obligations hereunder and
thereunder have
been
duly authorized by all necessary action (corporate or otherwise)
on
the
part of the Trust and do not and will not result in any violation
of
the
Trust Agreement or Certificate of Trust for the Trust, dated as
of
September 19, 2006 (the "Certificate of Trust"), and do not and
will not
conflict with, or result in a breach of any of the terms or
provisions of,
or
constitute a default under, or
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<PAGE>
result in the creation or imposition of any lien, charge or
encumbrance
upon
any property or assets of the Trust under (A) any contract,
indenture,
mortgage, loan agreement, note, lease or other agreement or
instrument to
which the Trust is a party or by which it may be bound or to which
any of
its
properties may be subject or (B) any existing applicable law,
rule,
regulation, judgment, order or decree of any government,
governmental
instrumentality or court, domestic or foreign, or any regulatory
body or
administrative agency or other governmental body having
jurisdiction over
the
Trust or any of its properties (except for conflicts, breaches,
violations or defaults which would not, individually or in the
aggregate,
have
a Material Adverse Effect);
(q) the Company and each of the Significant Subsidiaries and the
Trust
are
in compliance in all material respects with all laws administered
by
and
regulations of the Board of Governors of the Federal Reserve
System,
the
Federal Deposit Insurance Corporation, the Office of Thrift
Supervision
and
any other federal or state bank regulatory authority with
jurisdiction
over
the Company or any of its subsidiaries (the "Bank Regulatory
Authorities"), other than where such failures to comply would not
have a
Material Adverse Effect;
(r) there are no written agreements or other written statements
as
described under 12 U.S.C. 1818(u) between any federal banking
agency and
the
Company or any of its subsidiaries (whether or not such federal
banking
agency has determined that publication would be contrary to the
public
interest) and except as disclosed to the Underwriters, there are
no
material agreements, memoranda of understanding, cease and desist
orders,
orders of prohibition or
suspension or consent decrees between any federal
or
state regulatory authority and the Company or any of its
subsidiaries;
(s) the Company and the Significant Subsidiaries possess all
certificates, licenses, authorizations and permits issued by
the
appropriate federal, state or foreign regulatory authorities
necessary to
conduct their respective businesses, and neither the Company nor
any of the
Significant Subsidiaries has received any notice of proceedings
relating to
the
revocation or modification of any such certificate, license,
authorization or permit which, singly or in the aggregate, if the
subject
of
an unfavorable decision, ruling or finding, would have a
Material
Adverse Effect; each of the Company and the Significant
Subsidiaries is in
material compliance will all applicable federal, state or foreign
bank
regulatory requirements, laws and regulations;
(t) except as disclosed in the Pricing Disclosure Package and
except
for
such failure that would not individually or in the aggregate have
a
Material Adverse Effect, the Company and its subsidiaries have good
and
marketable title to all real properties and all other properties
and assets
owned by them, in each case free from liens, encumbrances and
defects that
would affect the value thereof or interfere with the use made or to
be made
thereof by them; and except as disclosed in the Pricing Disclosure
Package
and
except for such failure that would not individually or in the
aggregate
have
a Material Adverse Effect, the Company and its subsidiaries hold
all
leased real or personal property under valid and enforceable leases
with no
exceptions that would interfere with the use made or to be made
thereof by
them;
-9-
<PAGE>
(u) each of the Administrative Trustees is an employee of the
Company;
(v) no authorization, approval, consent or order of any court
or
governmental authority or agency is necessary in connection with
the
issuance and sale of the Common Securities or the offering of
the
Securities, the Junior Subordinated Debentures or the Guarantee
hereunder,
except (i) such as will have been obtained or made prior to the
Time of
Purchase and (ii) as may be required under state securities or
"blue sky"
laws;
(w) neither of the Offerors is, and upon the issuance and sale of
the
Securities pursuant to this Agreement, neither of the Offerors will
be,
required to register as an "investment company" as such term is
defined in
the
Investment Company Act of 1940, as amended (the "Investment
Company
Act");
(x) except as otherwise set forth in the Pricing Disclosure
Package,
there are no material legal or governmental proceedings pending to
which
the
Company or any of its subsidiaries (including the Trust) is a party
or
of
which any of their respective property is the subject, and, to the
best
of
the Company's knowledge, no such proceedings are threatened or
contemplated; no contract or document of a character required to
be
described in the Registration Statement or the Prospectus or to be
filed as
an
exhibit to the Registration Statement is not so described or filed
as
required;
(y) the financial statements of the Company (including the
related
notes and supporting schedules) included or incorporated by
reference in
the
Pricing Disclosure Package present fairly the financial position of
the
Company and its consolidated subsidiaries as of the dates shown and
their
results of operations and cash flows for the periods shown in
such
financial statements, and, except as otherwise disclosed in the
Pricing
Disclosure Package, such financial statements have been prepared
in
conformity with the generally accepted accounting principles in the
United
States applied on a consistent basis;
(z) the pro forma condensed combined financial statements of
the
Company and Republic Bancorp, Inc. and the related notes thereto
included
in
the Pricing Prospectus under the caption "Citizens Banking
Corporation
and
Republic Bancorp Inc. Unaudited Pro Forma Condensed Combined
Financial
Information" have been prepared in accordance with the Commission's
rules
and
guidelines with respect to pro forma financial statements and have
been
properly presented on the bases described therein, and the
assumptions used
in
the preparation thereof are reasonable and the adjustments used
therein
are
appropriate to give effect to the transactions referred to therein;
and
the
pro forma financial information of the Company and Republic
Bancorp,
Inc.
and the related notes thereto included in the Pricing Prospectus
under
the
caption "Citizens Banking Corporation and Republic Bancorp Inc.
Unaudited Pro Forma Condensed Combined Financial Information"
present
fairly the information set forth therein on the bases described
therein,
and
the assumptions used in the preparation thereof are reasonable and
the
adjustments used therein are appropriate to give effect to the
transactions
referred to therein;
-10-
<PAGE>
(aa) the Company maintains (i) effective internal control over
financial reporting as defined in Rule 13a-15 under the Exchange
Act, and
(ii)
a system of internal accounting controls sufficient to provide
reasonable assurance that (A) transactions are executed in
accordance with
the
management's general or specific authorizations; (B) transactions
are
recorded as necessary to permit preparation of financial statements
in
conformity with
generally accepted accounting principles and to maintain
asset accountability; (C) access to assets is permitted only in
accordance
with
management's general or specific authorization; and (D) the
recorded
accountability for assets is compared with the existing assets
at
reasonable intervals and appropriate action is taken with respect
to any
differences;
(bb) based on its most recent evaluation of its internal control
over
financial reporting undertaken pursuant to the requirements of
the
Securities Act, the Company is not aware of (i) any significant
deficiency
or
material weakness in the design or operation of internal control
over
financial reporting which are reasonably likely to adversely affect
the
Company's ability to record, process, summarize and report
financial
information; or (ii) any fraud, whether or not material, that
involves
management or other employees who have a significant role in the
Company's
internal control over
financial reporting;
(cc) the operations of the Company and its subsidiaries are and
have
been
conducted at all times in material compliance with applicable
financial recordkeeping and reporting requirements of the Currency
and
Foreign Transactions Reporting Act of 1970, as amended, the
money
laundering statutes of all jurisdictions, the rules and
regulations
thereunder and any related or similar rules, regulations or
guidelines,
issued, administered or enforced by any governmental agency
(collectively,
the
"Money Laundering Laws"); and no action, suit or proceeding by
or
before any court or governmental agency, authority or body or
any
arbitrator or non-governmental authority involving the Company or
any of
its
subsidiaries with respect to the Money Laundering Laws is pending
or,
to
the Company's knowledge, threatened;
(dd) neither the Company nor any of its subsidiaries nor, to
the
knowledge of the Company, any director, officer, agent, employee
or
affiliate of the Company or any of its subsidiaries is currently
subject to
any
U.S. sanctions administered by the Office of Foreign Assets Control
of
the
U.S. Treasury Department ("OFAC"); and the Company will not
directly or
indirectly use the proceeds of the offering of the Securities
contemplated
hereby, or lend, contribute or otherwise make available such
proceeds to
any
subsidiary, joint venture partner or other person or entity for
the
purpose of financing the activities of any person currently subject
to any
U.S.
sanctions administered by OFAC;
(ee) to the Company's knowledge, there are no affiliations or
associations between (i) any member of the NASD and (ii) the
Company or any
of
the Company's officers, directors or 5% or greater security holders
or
any
beneficial owner of the Company's unregistered equity securities
that
were
acquired at any time on or after the 180th day immediately
preceding
the
date the Registration Statement was initially filed with the
Commission, except as disclosed in the Registration Statement
(excluding
the
exhibits thereto), the Pre-Pricing Prospectuses and the
Prospectus;
-11-
<PAGE>
(ff) prior to the date hereof, neither the Company nor any of
its
affiliates has taken any action which is designed to or which
has
constituted or which could reasonably be expected to cause or
result in
stabilization or manipulation of the price of any security of the
Company
in
connection with the offering of the Securities; and
(gg) except as disclosed in the Pricing Disclosure Package, since
the
date
of the latest financial statements included or incorporated by
reference in the Pricing Disclosure Package there has been no
material
adverse change, nor any developmen
