##### 



CERTIFICATIONS
 I, Charles D. Christy, Executive Vice President and Chief Financial Officer of Citizens Banking
Corporation, certify that:
 1.
    
    I have reviewed this annual report on Form 10-K of Citizens Banking Corporation;2.
    
    Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this
annual report;4.
    
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and have;
 a)
    
    Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this annual report is
being prepared;b)
    
    Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally accepted
accounting principles;c)
    
    Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures as of the end of the period covered by this report based on such evaluation;d)
    
    Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent function):
 a)
    
    All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
andb)
    
    Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal controls over financial reporting.
 Date: March 10, 2006
    
    /s/ Charles D. Christy

Charles D. ChristyExecutive Vice President and Chief Financial Officer
 119