Fitch Rates New Affiliate Of Citizens Banking Corporation.

Business Editors

NEW YORK--(BUSINESS WIRE)--March 6, 2002

Fitch Ratings has assigned initial ratings to CB Wealth Management, N.A., a newly formed trust bank subsidiary of Citizens Banking Corporation (Citizens). CB Wealth Management, N.A. has an initial Long-term rating of BBB+, a Short-term rating of F2, an Individual rating of B/C and a Support Rating of 5. The Rating Outlook is Stable. Fitch also affirms all existing ratings of Citizens and its affiliates. A complete list of ratings follows at the end of this report.

CB Wealth Management, N.A. is a nationally chartered trust bank headquartered in Flint, MI, with offices in five other Michigan cities. It presently operates the wealth management businesses previously operated by Citizens' Michigan bank subsidiary. In the second half of 2002, Citizens' affiliates in Illinois, Iowa and Wisconsin will transfer their trust divisions to CB Wealth Management as well. When the transfer is complete, the new trust bank will have more than $3 billion of assets under management, and will establish offices in Illinois, Iowa and Wisconsin as well as Michigan. Fitch believes the centralization of this line of business will provide Citizens with greater strategic control and will help reduce operational costs.

Citizens is a medium-sized financial services company headquartered in Flint MI. Its strategic focus is on community banking, middle market lending and wealth management within its four-state trade area. During 2001, returns on assets and equity improved after Citizens completed the integration of its 1999 purchase of F&M Bancorp. Asset quality weakened somewhat due to the economic environment, but problem assets remain at manageable levels. Citizens' reliance on borrowed funds materially decreased during 2001, in large part due to the sale of new mortgage production and a portfolio of existing mortgages. Capital levels are good in light of the company's low risk profile and conservative operating philosophy.

Ratings Assigned:

CB Wealth Management, N.A.
--Long-term senior assigned 'BBB+';

--Short-term assigned 'F2';

--Individual assigned B/C;

--Support assigned '5';

--Outlook Stable.

Ratings Affirmed:

Citizens Banking Corporation
--Long-term senior affirmed 'BBB+';

--Short-term affirmed 'F2';

--Individual affirmed 'B/C';

--Support affirmed '5';

--Outlook Stable.

Citizens Bank
Citizens Bank Illinois N.A.
F&M Bank - Iowa
F&M Bank - Wisconsin
--Long-term deposits affirmed 'A-';

--Long-term senior affirmed 'BBB+';

--Short-term deposits affirmed 'F2';

--Short-term affirmed 'F2';

--Individual affirmed B/C;

--Support affirmed '5';

--Outlook Stable.