##### 



Common shares
    
    
    12,000,000
    
    
    Par Value $10.00 per sharePreferred shares
    
    
    3,000,000
    
    
    No Par Value




---



##### 








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##### 








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##### 








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##### 



A.
    
    The Continuing Directors of the corporation (as hereinafter defined)
by a three-fourths vote thereof have expressly approved the Business
Combination either in advance of or subsequent to the acquisition of
outstanding shares of capital stock of the Corporation that caused the
Related Person to become a Related Person; orB.
    
    If each of the following conditions are satisfied:
 1.
    
    The aggregate amount of the cash and the fair market value of the
property, securities or other consideration to be received per
share of any class or series of capital stock of the corporation
in the Business Combination by holders of such capital stock of
the corporation, other than the Related Person involved in the
Business Combination, is not less than the Highest Per Share
Price or the Highest Equivalent Price (as these terms are
hereinafter defined), paid or to be paid by the Related Person in
acquiring any of such class or series of the capital stock of the
corporation outside of such Business Combination; and2.
    
    A proxy statement complying with the requirements of the
Securities Exchange Act of 1934, as amended, shall have been
mailed to all shareholders of the Corporation for the purpose of
soliciting shareholder approval of the Business Combination. The
proxy statement shall contain at the front thereof, in a
prominent place, the position of the Continuing Directors as to
the advisability (or inadvisability) of the Business Combination
and, if deemed advisable by a majority of the Continuing
Directors, the opinion of an investment banking firm selected by
the Continuing Directors as to the fairness of the terms of the
Business Combination, from the point of view of the holders of
the outstanding shares of capital stock of the corporation other
than any Related Person.




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##### 



1.
    
    The term Business Combination means (i) any merger, consolidation or
share exchange of the corporation or any of its subsidiaries into or
with any member of any Related Person, in each case irrespective of
which corporation or company is the surviving entity; (ii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition to or
with any member of any Related Person (in a single transaction or a
series of related transactions) of all or a Substantial Part (as
hereinafter defined) of the assets of the Corporation (including
without limitation any securities of a subsidiary) or a Substantial
Part of the assets of any of its subsidiaries; (iii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition to or with
the corporation or to or with any of its subsidiaries (in a single
transaction or series of related transactions) of all or a Substantial
Part of the assets of any member of any Related Person; (iv) the
issuance or transfer of any securities of the Corporation or any of
its subsidiaries by the corporation or any of its subsidiaries to any
member of any Related Person (other than an issuance or transfer of
securities which is effected on a pro rata basis to all shareholders
of the Corporation); (v) the acquisition by the Corporation or any of
its subsidiaries of any securities of any member of any Related
Person; and (vi) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Combination.2.
    
    The term Related Person shall mean any individual, corporation,
partnership or other person or entity, including any member of a
group (as defined in section 13(d) (3)) of the Securities Exchange
Act of 1934 as in effect at the date of the adoption of this article
by the shareholders of the corporation; such act and such rules and
regulations promulgated thereunder, collectively and as so in effect,
being hereinafter referred to as the Exchange Act), and any
Affiliate or Associate (as defined in Rule 12b-2 of the Exchange
Act) of any such individual, corporation, partnership or other person
or entity which, as of the record date for the determination of
shareholders entitled to notice of and to vote on any Business
Combination, or immediately prior to the consummation of such
transaction, together with their Affiliates and Associates, are
Beneficial Owners (as defined in Rule 13d-3 of the Exchange Act) in
the aggregate of ten percent or more of the outstanding shares of any
class or series of capital stock of the Corporation.3.
    
    The term Substantial Part shall mean more than 10% of the fair
market value, as determined by three-fourths of the Continuing
Directors, of the total consolidated assets of the corporation and its
subsidiaries taken as a whole, as of the end of its most recent fiscal
year ending prior to the time the determination is being made.




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##### 



4.
    
    For the purposes of subparagraph B. 1. of paragraph one of this
article IX, the term other consideration to be received shall
include, without limitation, common stock or other capital stock of
the Corporation retained by shareholders of the Corporation other than
Related Persons or parties to such Business Combination in the event
of a Business Combination in which the corporation is the surviving
corporation.5.
    
    The term Continuing Directors shall mean a director who either (i)
was a member of the board of directors of the Corporation immediately
prior to the time that the Related Person involved in a Business
Combination became a Related Person, or (ii) has been designated
(before his or her initial election as director) as a Continuing
Director by a majority of the then Continuing Directors.6.
    
    A Related Person shall be deemed to have acquired a share of the
capital stock of the Corporation at the time when such Related Person
became a Beneficial Owner thereof. With respect to the shares owned by
Affiliates, Associates or other persons whose ownership is aggregated
with that of a Related Person under the foregoing definition of
Related Person, if the price paid by such Related Person for such
 shares is not determinable by the Continuing Directors, such price
shall be deemed to be the higher of (a) the price paid upon the
acquisition thereof by the Affiliate, Associate, or other person or
(b) the market price of the shares in question at the time when the
Related Person became a Beneficial Owner thereof.7.
    
    The terms Highest Per Share Price and Highest Equivalent Price as
used in this article IX shall mean the following: If there is only one
class of capital stock of the Corporation issued and outstanding, the
Highest Per Share Price shall mean the highest price that can be
determined to have been paid or to have been agreed to be paid, by the
Related Person for any share or shares of that class of capital stock
within the two year period immediately prior to the announcement date
of the proposed Business Combination or in the transaction in which
the shareholder became a Related Person, whichever is higher. If there
is more than one class of capital stock of the Corporation issued and
outstanding, the Highest Equivalent Price shall mean with respect to
each class and series of capital stock of the Corporation, the amount
determined by three-fourths of the Continuing Directors, on whatever
basis they believe is appropriate, to be the highest per share price
equivalent for each such class or series to have been paid or to have
been agreed to be paid by the Related Person within the two year
period immediately prior to the announcement date of the proposed
Business Combination or in the transaction in which the shareholder
became a Related Person, whichever is higher. The Highest Per Share
Price and the Highest Equivalent Price shall also include any
brokerage commissions, transfer taxes and soliciting dealers fees
paid by the Related Person with respect to the shares of capital stock
of the corporation acquired by the Related Person.




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##### 



The board of directors of the Corporation shall have the power and
duty to determine for the purposes of this article IX on the basis of
information then known to it, (i) whether any person is an Affiliate
or Associate of another person, (ii) whether any proposed sale, lease,
exchange or other disposition of part of the properties or assets of
the Corporation involves a Substantial Part of the properties or
assets of the Corporation, and (iii) the value of the Highest Per
Share Price and Highest Equivalent Price. Any such reasonable
determination by the board of directors shall be conclusive and
binding for all purposes of this article IX. Any amendment, change or
repeal of this article IX, or any other amendment of this Restated
Certificate of Incorporation which will have the effect of modifying
or permitting circumvention of this article IX, shall require the
favorable vote, at a meeting of the shareholders of the Corporation,
of (a) the holders of at least two thirds of the then outstanding
 shares of capital stock of the Corporation entitled to vote and (b) a
majority of the outstanding shares of capital stock of the corporation
entitled to vote of which a Related Person is not a Beneficial Owner;
provided, however, that this paragraph shall not apply to, and such
two thirds and majority vote shall not be required for, any such
amendment, change or repeal recommended to shareholders by the
affirmative vote of not less than three-fourths of the Continuing
Directors, and such amendment, change, or repeal so recommended shall
require only the vote, if any, required under the applicable provision
of the Business Corporation Act of Michigan.




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##### 



/s/ Charles R. WeeksCharles R. WeeksPresident and Chief
Executive Officer ATTESTEDBy:
    
    /s/ R. Thomas CarleyR. Thomas CarleyExecutive Vice President
and Secretary[SEAL]




---



##### 



FILED
    
    OCT 26, 1988OCT 26 1988AdministratorMICHIGAN DEPARTMENT OF COMMERCECorporation & Securities Bureau
  
 
 
 1.
    
    The present name of the corporation is: CITIZENS BANKING CORPORATION2.
    
    The corporation identification number (CID) assigned by the Bureau is:
031-2083.
    
    The location of its registered office is:
One Citizens Banking Center     Flint, Michigan     48502
 
 (Street Address)                                   (City)          (ZIP Code)
   CITIZENS BANKING CORPORATIONBy:
    
    /s/ R. Thomas CarleyR. Thomas CarleyExecutive Vice President and Secretary(Title and Name)




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##### 








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##### 



891B#4874
    
    
    0329
    
    
    P-MAR
    
    $
    15.00891B#4874
    
    
    0329
    
    
    ORG&FI
    
    $
    5.00
 
 
 
 
 1.
    
    Corporate Name
 
 CITIZENS BANKING CORPORATION
NUMBER ONE CITIZENS BANKING CTR
FLINT, MI 48502
 
 2.
    
    Resident Agent  do not3.
    
    Registered Office Address4.
    
    Federal Employer No.5.
    
    Term of Existence alter preprinted information 382378932 PERPETUAL in this
item or item 3.
R. THOMAS CARLEY
 
 6.
    
    Incorporation Date7.
    
    State of Incorporation in Michigan  No., Street, 11/10/1980 MI City, Zip NUMBER ONE CITIZENS BANKING CTR, FLINT 48502
 
 8.
    
    Date of Admittance (Foreign Corp.)9.
    
    Act Under Which Incorporated (If other than 1931, P.A. 327 or 1972, P.A.
284)
 
 10.
    
    (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED. FOREIGN
CORPORATIONS MUST USE FORM C&S 562.
 
 a.
    
    The name of the successor resident agent is: Thomas W. Gallagherb.
    
    The address of the registered office is changed to:, Michigan
 
(Street Address)                    (City)                              (ZIP Code)c.
    
    The mailing address of the registered office if different than 10b. is:, Michigan
 
(Address)                    (City)                              (ZIP Code)
  
 11.
    
    Principal business office, and, if different, principal place of business
in Michigan: Same as Item 1.12.
    
    Nature and type of business in which corporation is engaged: Bank holding
company13.
    
    a. Name of parent corporation: None
b. List any subsidiary corporations: See attached list of subsidiaries
 
 14.
    
    Corporate Stock Report  Total Authorized Capital Stock (Not merely
outstanding)
 
 a. Shares With
    
    No. of Shares Authorized
    
    Par-Value
    
    Total Authorized
    
    Amount
    
    AmountPar-Value
    
    With Par-Value
    
    Per Share
    
    Capital
    
    Subscribed
    
    Paid-InCOMMON
    
    
    12,000,000
    
    
    $
    10.000
    
    
    $
    120000000.000
    
    
    $
    
    
    
    $
    68,693,380$
    
    
    
    $$
    
    
    
    $$
    
    
    
    $
 b. Shares Without
    
    No. of Shares Authorized
    
    Stated Value
    
    No. of Shares
    
    Amount
    
    AmountPar-Value
    
    Without Par Value
    
    Per Share
    
    Subscribed or Issued
    
    Subscribed
    
    Paid-InPFD.
    
    
    300,000
    
    
    $
    0.100
    
    
    
    
    
    
    $
    
    
    
    $
    -0-$
    
    
    
    $




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##### 



15.
    
    The following is a statement of assets and liabilities as shown by the
books of the corporation on December 31, 1988 or (close of fiscal
year next preceding May 15, 1989) listed separately as to property within
and without Michigan. The balance sheet of a Michigan corporation must be
the same balance sheet as furnished to shareholders.
 WITHIN
    
    WITHOUTASSETS
    
    TOTAL
    
    MICHIGAN
    
    MICHIGAN
    
    LIABILITIES AND EQUITYCash
    
    
    
    
    
    
    
    Notes and Accounts Payable, TradeNotes and Accounts Receivable
    
    
    
    
    
    
    
    Notes and Accounts Payable, OtherInventories
    
    
    
    
    
    
    
    Accrued ExpensesPrepaid Expenses
    
    
    
    
    
    
    
    Long Term IndebtednessNon-current Notes and
    
    
    
    
    
    
    
    Reserves and ContingentAccounts Receivable
    
    See attached Consolidated
    
    LiabilitiesLand
    
    Balance Sheet
    
    Deferred Income TaxDepreciable AssetsMachinery and EquipmentFurniture and FixturesBuildings
    
    
    
    
    
    
    
    Stockholders EquityOther
    
    
    
    
    
    
    
    Common Stock (par value)Preferred Stock (par value)No Par Value StockLess Depreciation
    
    
    
    
    
    
    
    (stated value)Net Depreciable Assets
    
    
    
    
    
    
    
    Additional Paid-In CapitalInvestments
    
    
    
    
    
    
    
    Retained Earnings (deficit)Investments in 
Subsidiaries
    
    
    
    
    
    
    
    OtherOther Investments
    
    
    
    
    
    
    
    Total Stockholders EquityOther AssetsTOTAL ASSETS
    
    
    
    
    
    
    
    TOTAL LIABILITIES & EQUITY
 16.
    
    Corporate Officers and Directors
 OFFICE
    
    NAME, STREET & NUMBER, CITY, STATE & ZIP CODEPresident
    
    See attached list of officersIf Differentthan President
    
    SecretaryTreasurerVice-PresidentIf Differentthan Officers
    
    Director
    
    See attached list of directorsDirectorDirectorDirector
 17.
    
    Is 51% or more of this corporation owned and controlled by woman/women?o Yes     o No(A response to this question is voluntary and will be used for statistical
purposes only).18.
    
    The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors. After filing, this report is open to reasonable inspection by
the public pursuant to Section 915, Act 284, Public Acts of 1972, as
amended.
 Signed this 28th day of March, 1989.By
    
    Thomas W. Gallagher(Signature of Authorized Officer or Agent)*Thomas W. GallagherVice President, General Counsel & Secretary(Type or print Name and Title)*If Item 10 has been completed, this report
must be signed by the president,
vice-president, chairperson,
vice-chairperson, secretary or assistant
secretary of the corporation.




---



##### 



C&S-515 (10/89)
    
    904EH5497 0727 ORG&FI $10.00
 
  
 
 FILED
    
    JUL 26, 1990JUL 26 1990AdministratorMICHIGAN DEPARTMENT OF COMMERCECorporation & Securities Bureau
 
 
  
 1.
    
    The present name of the corporation is: CITIZENS BANKING CORPORATION2.
    
    The corporation identification number (CID) assigned by the Bureau is:
031-2083.
    
    The location of its registered office is:
One Citizens Banking Center                    Flint, Michigan          48502
 
 (Street Address)                                             (City)                    (ZIP Code)
 
 4.
    
    Article IV of the Articles of Incorporation is hereby amended to read as
follows: SEE ATTACHED FOR ADDITIONAL PROVISIONS TO ARTICLE IV




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##### 



5.
    
    COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
 a.
    o
    The foregoing amendment to the Articles of Incorporation was duly
adopted on the  day of , 19___, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this  day of , 19___.
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 b.
    o
    The foregoing amendment to the Articles of Incorporation was duly
adopted on the 20th day of July, 1990. The amendment: (check one of the
following)
 o
    
    was duly adopted in accordance with Section 611(2) of the Act
by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.o
    
    was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.o
    
    was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407 (1) and (2) of the Act
if a nonprofit corporation, and Section 407 (1) of the Act if a
profit corporation. Written notice to shareholders or members who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)o
    
    was duly adopted by the written consent of all the shareholders
or members entitled to vote in accordance with Section 407 (3) of
the Act if a non-profit corporation, and Section 407 (2) of the
Act if a profit corporation.þ
    
    was duly adopted by a majority of the Directors pursuant to and as
permitted by Article IV of the Corporations Amended and Restated
Articles of Incorporation
 Signed this 20th day of July, 1990By
    
    Thomas W. Gallagher(Only signature of: President, Vice-President,Chairperson and Vice-Chairperson)Thomas W. Gallagher, Vice President, GeneralCounsel & Secretary(Type or Print
Name)                       (Type or Print Title)




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##### 



1.
    
    The amendment cannot be filed until this form, or a comparable document, is
submitted.2.
    
    Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.3.
    
    This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. Do not use this form for restated
articles. A nonprofit corporation is one incorporated to carry out any
lawful purpose or purposes not involving pecuniary profit or gain for its
directors, officers, shareholders, or members. A nonprofit corporation
formed on a nonstock directorship basis, as authorized by Section 302 of
the Act, may or may not have members, but if it has members, the members
are not entitled to vote.4.
    
    Item 2  Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.5.
    
    Item 4  The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.6.
    
    This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.7.
    
    If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
non-profit corporation. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.8.
    
    FEE: (Make remittance payable to the State of Michigan.
 Include corporation name and CID Number on check or
money order)
    
    $
    10.00Franchise fee for profit corporations (payable only if
authorized shares have increased):each additional 20,000 authorized shares or portion thereof
    
    $
    30.00
 9.
    
    Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302




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CITIZENS BANKING CORPORATIONBy:
    
    Thomas W. GallagherThomas W. Gallagher,Vice President,GeneralCounsel and Secretary




---



##### 



(FOR BUREAU USE ONLY)Date Received
    
    MAY 1 1992FILEDJUN 03 1992
 
 
  
  
 1.
    
    The present name of the corporation is: CITIZENS BANKING CORPORATION2.
    
    The corporation identification number (CID) assigned by the Bureau is:
031-2083.
    
    The location of its registered office is:
 One Citizens Banking Center
    
    Flint, Michigan
    
    48502(Street Address)
    
    (City)
    
    (ZIP Code)
 4.
    
    Article III of the Articles of Incorporation is hereby amended to read as
follows:




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##### 



5.
    
    COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
 a.
    
    o
    The foregoing amendment to the Articles of Incorporation was duly
adopted on the            day of      , 19         , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 b.
    
    o
    The foregoing amendment to the Articles of Incorporation was duly
adopted on the 21st day of April, 1992. The amendment: (check one of
the following)
 þ
    
    was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation, or
by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.o
    
    was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.o
    
    was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407 (1) and (2) of the Act
if a nonprofit corporation, and Section 407 (1) of the Act if a
profit corporation. Written notice to shareholders or member who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)o
    
    was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407 (3) of the
Act if a non-profit corporation, and Section 407 (2) of the Act if
a profit corporation.
 Signed this 28th day of April, 1992By
    
    Thomas W. Gallagher(Only signature of: President, Vice-President,Chairperson and Vice-Chairperson)Thomas W. Gallagher
 Vice
President, General Counsel & Secretary
(Type or Print Name)        (Type or Print Title)




---



##### 



(FOR BUREAU USE ONLY)Date
Received
                  FILED
           OCT 01 1993
    
    OCT 1 1993
 
  
  
  
 1.
    
    The Plan of Merger (Consolidation) is as follows:a.
    
    The name of each constituent corporation and its corporation identification
number is:
 Citizens Banking Corporation
    
    031-208Royal Bank Group, Inc.
    
    353-204
 b.
    
    The name of the surviving (new) corporation and its corporation
identification number is:
 Citizens Banking Corporation                      031-208
 c.
    
    For each constituent stock corporation, state:
 Designation andnumber of outstanding
    
    Indicate class or
    
    Indicate class orshares in each class
    
    series of shares
    
    series entitledName of corporation
    
    or series
    
    entitled to vote
    
    to vote as a classCitizens Banking 
   Corporation
    
    13,102,053
shares of
Common Stock
    
    Common Stock
    
    Common StockRoyal Bank Group, Inc.
    
    574,871
shares of
Common Stock
    
    Common Stock
    
    Common Stock




---



##### 



d.
    
    For each constituent nonstock corporation
 (i)
    
    If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.(ii)
    
    If it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and
(c) the number, classification and voting rights of its directors.
 e.
    
    The terms and conditions of the proposed merger (consolidation), including
the manner and basis of converting the shares of, or membership or other
interests in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving
(consolidated) corporation, or into cash or other consideration, are as
follows:
  f.
    
    If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein.
If a merger, the amendments to the Articles, or a restatement of the
Articles, of the surviving corporation to be effected by the merger are as
follows:
 g.
    
    Other provisions with respect to the merger (consolidation) are as follows:2.
    
    (Complete for any foreign corporation only)This merger (consolidation) is permitted by the laws of the state of
 

the jurisdiction under which

 is organized
                                                                                              
                                                          
           (name of foreign corporation)
and the plan of merger (consolidation) was adopted and approved by such
corporation pursuant to and in accordance with the laws of that
jurisdiction.3.
    
    (Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt of this
document in this office).The merger (consolidation) shall be effective on the  day of
 , 19___.




---



##### 



4.
    
    (Complete applicable section for each constituent corporation)
 a.
    
    (For domestic profit corporations only)The plan of merger was approved by the unanimous consent of the
incorporators of  , which has not
commenced business, has not issued any shares, and has not elected a
Board of Directors. (Incorporators must sign on this page of the
Certificate.)b.
    
    (For profit corporations involved in a merger only)The plan of merger was approved by the Board of Directors of Citizens
Banking Corporation, the surviving corporation, without the approval
of the shareholders of that corporation in accordance with Section 701
of the Act.c.
    
    (For profit corporations only)The plan of merger was adopted by the Board of Directors of Royal Bank
Group, Inc. and was approved by the shareholders of that corporation
in accordance with Section 703a.d.
    
    (For nonprofit corporations only)The plan of merger or consolidation was adopted by the Board of
Directors
 (i)
    
    (Complete if organized upon a stock or membership basis) of
 and was approved by
the shareholders or members of that corporation in accordance with
Sections 701 and 703(1) and (2), or pursuant to Section 407 by written
consent and written notice, if required.(ii)
    
    (Complete if organized upon a directorship basis) of

in accordance with
Section 703(3).
 
 
 
 Signed this 30th day of September, 1993.CITIZENS BANKING CORPORATIONBy
    
    /s/ Charles R. Weeks(Only signature of: President,
Vice- President, Chairperson or Vice-Chairperson)Charles R. Weeks, President(Type or Print Name and Title)Signed this 30th day of September, 1993.ROYAL BANK GROUP, INC.(Name of Corporation)By
    
    /s/ Edward B. LeFevre(Only signature of: President, Vice-President, Chairperson or Vice-Chairperson)Edward B. LeFevre, President(Type or Print Name and Title)




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Date Received
    
    
    
    (FOR BUREAU USE ONLY)FILEDMAY 12 1995MAY 15, 1995Adjusted per Tom Gallagher.
    
    Administrator
    
    EFFECTIVE DATE:MICHIGAN DEPARTMENT OF COMMERCECORPORATION AND SECURITIES BUREAU
 
  
  
  
  
  1.
    
    The present name of the corporation is: CITIZENS BANKING CORPORATION2.
    
    The identification number assigned by the Bureau is: 031-2083.
    
    The location of the registered office is:
 One Citizens Banking Center,
    
    Flint, Michigan
    
    48502-9985(Street Address)
    
    (City)
    
    (ZIP Code)
 4.
    
    Article III of the Articles of Incorporation is hereby amended to read as
follows:The total authorized capital stock is:
 1.
    
    Common shares: 40,000,000 shares, no par value2.
    
    Preferred shares: 5,000,000 shares, no par value




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5.
    
    COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
 a.
    
    o
    The foregoing amendment to the Articles of Incorporation was duly
adopted on the day            of      , 19 , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors or Trustees.
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 b.
    
    þ
    The foregoing amendment to the Articles of Incorporation was duly adopted
on the 18th day of April, 1995. The amendment: (check one of the
following)
 þ
    
    was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the
vote of the directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast in favor
of the amendment.o
    
    was duly adopted by the written consent of all directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.o
    
    was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407(1) and (2) of the Act if a
nonprofit corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not consented in
writing has been given. (Note: Written consent by less than all of
the shareholders or members is permitted only if such provision
appears in the Articles of Incorporation.)o
    
    was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act
if a non profit corporation, or Section 407(2) of the Act if a profit
corporation.
 Signed this 10th day of May, 1995By
    
    Thomas W. Gallagher(Only Signature of President, Vice-President,Chairperson, or Vice-Chairperson)Thomas W. GallagherSenior Vice President, GeneralCounsel & Secretary(Type or Print Name)                      (Type or Print Name)




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1.
    
    The amendment cannot be filed until this form, or a comparable document, is
submitted.2.
    
    Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation and Securities Bureau. The original
will be returned to the address appearing in the box on the front as
evidence of filing.Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.3.
    
    This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit Corporation or nonprofit corporation. Do not use this form
for restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit
corporation formed on a nonstock directorship basis, as authorized by
Section 302 of the Act, may or may not have members, but if it has members,
the members are not entitled to vote.4.
    
    Item 2  Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.5.
    
    Item 4  The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.6.
    
    This document is effective on the date endorsed filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as a additional article.7.
    
    If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
nonprofit corporation. If the amendment is otherwise adopted, Item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.8.
    
    FEES: Make remittance payable to the State of Michigan. Include corporation
name and identification number on check or money order.
 NONREFUNDABLE FEE
    
    $
    10.00TOTAL MINIMUM FEE
    
    $
    10.00ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT
CORPORATIONS ARE:each additional 20,000 authorized shares or portion thereof
    
    $
    30.00maximum fee for first 10,000,000 authorized shares
    
    $
    5,000.00each additional 20,000 authorized shares or portion thereof in
excess of 10,000,000 shares
    
    $
    30.00maximum fee per filing for authorized shares in excess of
10,000,000 shares
    
    $
    200,000.00
 9.
    
    Mail form and fee to:                                                                                The office is located at:
 Michigan Department of Commerce
    
    6546 Mercantile WayCorporation and Securities Bureau
    
    Lansing, MI 48910Corporation Division
    
    Telephone: (517) 334-6302P.O. Box 30054Lansing, MI 48909-7554




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Date Received
    
    (FOR BUREAU USE-ONLY)JUN 03 1998
    
    FILEDJUN 16 1998Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICESCORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
  NameThomas W. Gallagher, Senior Vice President,General Counsel & Secretary
   City
    
    State
    
    Zip CodeFlint
    
    MI
    
    48502-9985DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
 
  1.
    
    The present name of the corporation is: CITIZENS BANKING CORPORATION2.
    
    The identification number assigned by the Bureau is: 031-2083.
    
    The location of the registered office is:
 328 S. Saginaw St.
    
    Flint,
    
    Michigan 48502-9985(Street Address)
    
    (City)
    
    (ZIP Code)
 4.
    
    Article III  of the Articles of Incorporation is hereby amended to read
as follows:
  1.
    
    Common Shares: 100,000,000 shares no par value2.
    
    Preferred Shares: 5,000,000 shares no par value




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5.
    
    COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
 a.
    
    o
    The foregoing amendment to the Articles of Incorporation was
duly adopted on the  day of

, 19,
in accordance with the provisions of the Act by the unanimous
consent of the incorporator (s) before the first meeting of the
Board of Directors or Trustees.Signed this  day of


, 19 .
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 b.
    
    þ
    The foregoing amendment to the Articles of Incorporation was
duly adopted on the 21st day of April  , 1998. The
amendment: (check one of the following)
 þ
    
    was duly adopted in accordance with Section 611(3) of the
Act by the vote of the shareholders if a profit
corporation, or by the vote of the shareholders or members
if a nonprofit corporation, or by the vote of the
directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast
in favor of the amendment.o
    
    was duly adopted by the written consent of all directors
pursuant to Section 525 of the Act and the corporation is
a nonprofit corporation organized on a nonstock
directorship basis.o
    
    was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not
consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles
of Incorporation.)o
    
    was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance
with section 407(3) of the Act if a nonprofit corporation,
or Section 407(2) of the Act if a profit corporation.
 Signed this 29th day of
May  , 1998By
    
    /s/ Thomas W. Gallagher(Only Signature of President,Vice-President, Chairperson, or Vice-Chairperson)Thomas W. GallagherSenior Vice President, General Counsel & SecretaryType or Print Name)            (Type or Print Title)




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Date Received
    
    Filed
    
    (For Bureau Use Only)June 09 2000
    
    June 09 2000AdministratorCorp Securities & LandDev. Bureau
    
    EFFECTIVE DATE:
 
  
  
  
       1.
    
    The present name of the Corporation is Citizens Banking Corporation.2.
    
    The corporation identification number (CID) assigned by the Bureau is:
031-208.3.
    
    The location of its registered office is: 328 South Saginaw Street, Flint,
Michigan 48502-2401, Michigan 48034.4.
    
    Article III of the Articles of Incorporation is hereby amended to add the
provisions set forth on Annex A hereto establishing the Series B Preferred
Stock.5.
    
    The foregoing amendment to the Articles of Incorporation was duly adopted
on the 23rd day of May, 2000 by the Board of Directors pursuant to section
611(2) of the Michigan Business Corporation Act.Signed this 5th day of June, 2000.
 By:
    /s/ Thomas W. Gallagher(Signature of President,Vice President, Chairperson or Vice Chairperson)

Thomas W. Gallagher, Senior Vice President
(Type or Print Name)




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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
  Date Received
     Name
Douglas S. Parker c/o Dykema Gossett PLLCAddress
39577 Woodward Avenue, Suite 300City                                         State                     
  Zip Code
Bloomfield Hills                     
   MI                     
48304
 
    Document will be returned to the name and address entered above.
 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
 Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes
the following Certificate:
 1.
    
    The present name of the corporation is: Citizens Banking Corporation2.
    
    The identification number assigned by the Bureau is: 0312083.
    
    Article I of the Articles of Incorporation is hereby amended to read as follows:The name of the corporation is: Citizens Republic Bancorp, Inc.4.
    
    The foregoing amendment to the Articles of Incorporation was duly adopted on the 26th day of
April, 2007, by the shareholders of the corporation at a meeting at which the necessary votes
were cast in favor of the amendment.
  By:
    
    /s/ Thomas W. GallagherThomas W. GallagherIts:
    
    Senior Vice President, GeneralCounsel & Secretary