FLINT, Mich., Jan. 22 /PRNewswire-FirstCall/ -- Citizens Republic Bancorp, Inc. (Nasdaq: CRBC) announced today a net loss of $195.4 million for the three months ended December 31, 2008, compared with a net loss of $7.2 million for the third quarter of 2008 and net income of $28.0 million for the fourth quarter of 2007. For the year ended December 31, 2008, Citizens recorded a net loss of $393.1 million compared with net income of $100.8 million for the same period of 2007. The decreases were primarily the result of a non-cash valuation allowance of $136.6 million against deferred tax assets and higher provision for loan losses. Additionally, the decrease from the full year of 2007 included the result of the goodwill impairment charge, credit writedown and fair-value adjustments recorded in the second quarter of 2008.

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On December 12, 2008, Citizens issued fixed rate cumulative perpetual preferred stock ("preferred stock") and ten-year warrants ("warrants") to purchase up to 17,578,125 shares of Citizens' common stock to the U.S. Department of the Treasury that together totaled $300.0 million. The preferred stock was recorded at a fair value of $265.9 million, which will be accreted up to the $300.0 million par value over the estimated term of five years. As a result, Citizens recorded a $0.2 million dividend to the preferred shareholders. While this did not affect total shareholders' equity or the book value of the common stock, it increased the net loss attributable to common shareholders and affected the calculation of basic and diluted net loss per common share for the three and twelve months ended December 31, 2008.

After incorporating the aforementioned $0.2 million dividend to the preferred shareholders, Citizens reported a net loss attributable to common shareholders of $195.6 million for the three months ended December 31, 2008. Diluted net income (loss) per share was $(1.56), compared with $(0.20) for the third quarter of 2008 and $0.37 for the fourth quarter of 2007. Annualized returns on average assets and average equity during the fourth quarter of 2008 were (5.94)% and (49.86)%, respectively, compared with (0.22)% and (1.84)% for the third quarter of 2008 and 0.83% and 7.11% for the fourth quarter of 2007. For the year ended December 31, 2008, Citizens recorded a net loss attributable to common shareholders of $405.0 million, or $(4.30) per diluted share, compared with net income of $100.8 million or $1.33 per diluted share for the full-year of 2007.

"This past year was extremely difficult, presenting unprecedented economic challenges for the banking industry. While these challenges had a negative impact on our results, we believe we've taken the necessary steps to emerge from this turmoil poised to profitably grow our franchise over the long-term. Our internal credit stress-test analyses, based on industry peak and worse- than-industry-peak scenarios, indicate that Citizens is solidly positioned with sufficient capital and liquidity to manage through this uncertain credit market," stated William R. Hartman, chairman, president and chief executive officer. "While we can't control the economic forces working against us, we will continue facing them head-on, maintaining sound operating fundamentals, and providing clients with the extraordinary service which has been our hallmark since 1871," continued Hartman.

"The U.S. Department of Treasury's investment in our bank has enabled us to enhance our capital and liquidity positions and our lending capabilities. Throughout the financial crisis we have continued lending and this investment expands our ability to respond to our customers' needs now and after demand improves. Additionally, our participation in the FDIC Transaction Account Guarantee Program provides 100% coverage for our non-interest bearing depositors. We believe these actions benefit the many communities we serve," Hartman concluded.

Key Highlights in the Quarter:

-- Total deposits at December 31, 2008 increased $46.3 million or less than 1% over September 30, 2008 and increased $750.5 million or 9.0% over December 31, 2007. This represents the fifth consecutive quarter of total deposit growth.

-- Citizens continues to hold excess short-term (liquid) assets at December 31, 2008. Citizens' parent company cash resources totaled $261.4 million at December 31, 2008 as compared with $270.3 million at September 30, 2008. The parent company's interest and preferred dividend payment obligations are approximately $35 million annually and, therefore, Citizens believes its parent company has more than adequate long-term liquidity.

-- Citizens continues to maintain strong pre-tax pre-provision core operating earnings, with $38.1 million for the fourth quarter of 2008, compared with $40.6 million for the third quarter of 2008 and $42.7 million for the fourth quarter of 2007.

-- At year end Citizens' regulatory capital ratios were higher than third quarter and continue to exceed the "well-capitalized' designation. As of December 31, 2008, Citizens' estimated regulatory capital ratios are as follows:

-- Tier 1 - 12.26%

-- Total Capital - 14.55%

-- Tier 1 Leverage - 9.65%

-- The allowance for loan losses at December 31, 2008 increased to $255.3 million or 2.80% of portfolio loans, compared with $217.7 million or 2.32% at September 30, 2008. The provision for loan losses for the fourth quarter of 2008 was $118.6 million, compared with $58.4 million for the third quarter of 2008. The increase in the provision for loan losses was primarily due to $45.3 million in gross charge-offs on four large commercial loans (higher than anticipated) and the continued migration of commercial real estate loans to nonperforming status. Net charge-offs for the fourth quarter of 2008 totaled $81.0 million, compared with $22.4 million for the third quarter of 2008.

-- Citizens recorded a non-cash valuation allowance of $155.7 million against deferred tax assets under SFAS 109, "Accounting for Income Taxes," during the fourth quarter of 2008. The valuation allowance was recorded as a $136.6 million income tax provision and $19.1 million as a reduction to the other comprehensive income component of shareholders' equity primarily due to the significant loss Citizens experienced in 2008 reflecting the decreased likelihood that Citizens will be able to recognize the full benefit of its deferred tax assets.

Balance Sheet

Total assets at December 31, 2008 were $13.1 billion, essentially unchanged from September 30, 2008 and December 31, 2007.

Investment securities at December 31, 2008 totaled $2.4 billion, an increase of $228.8 million or 10.6% over September 30, 2008 and an increase of $126.1 million or 5.6% over December 31, 2007. The increase over September 30, 2008 was primarily the result of investing the proceeds of the aforementioned fourth quarter of 2008 preferred stock issuance into securities that can be pledged as collateral for funding of future loans, partially offset by using portfolio cash flow to reduce short-term borrowings. Given the timing of the preferred stock issuance in mid-December 2008, Citizens invested the proceeds in highly liquid securities to ensure availability as customer demand for loans increases. In addition to the aforementioned factors, the variance from December 31, 2007 reflects the use of portfolio cash flow to fund commercial loan growth during 2008. Citizens did not have any other-than-temporary impairment charges during the fourth quarter of 2008.

The following table displays the total commercial loan portfolio by segment at quarter end for each of the last five quarters. The following definitions are provided to clarify the types of loans included in each of the commercial real estate segments identified in the table. Land hold loans are secured by undeveloped land which has been acquired for future development. Land development loans are secured by land undergoing infrastructure improvements to create finished marketable lots for commercial or residential construction. Construction loans are secured by commercial, retail and residential real estate in the construction phase with the intent to be sold or become an income producing property. Income producing loans are secured by non-owner occupied real estate leased to one or more tenants. Owner occupied loans are secured by real estate occupied by the owner for ongoing operations.




    Commercial Loan Portfolio

                               Dec 31    Sep 30    Jun 30    Mar 31    Dec 31
    in millions                  2008      2008      2008      2008      2007
                                ------    ------    -------------------------

    Land Hold                   $45.0     $48.3     $49.8     $61.6     $63.8
    Land Development            132.7     125.0     128.2     159.2     167.8
    Construction                263.5     364.2     344.1     370.7     342.6
    Income Producing          1,556.2   1,533.2   1,569.9   1,567.3   1,526.0
    Owner-Occupied              967.3     999.6   1,009.3   1,015.6     997.0
                              -------   -------   -------   -------   -------
      Total Commercial Real
       Estate                 2,964.7   3,070.3   3,101.3   3,174.4   3,097.2
    Commercial and
     Industrial               2,602.4   2,703.7   2,703.8   2,653.8   2,557.1
                              -------   -------   -------   -------   -------
      Total Commercial Loans $5,567.1  $5,774.0  $5,805.1  $5,828.2  $5,654.3
                             ========  ========  ========  ========  ========


Total commercial loans at December 31, 2008 decreased $206.9 million or 3.6% from September 30, 2008 and decreased $87.2 million or 1.5% from December 31, 2007. The decrease from September 30, 2008 was primarily the result of reducing balances on approximately $85 million of certain asset-based and large participated loans with narrow margins and $68.9 million of gross charge-offs. The decrease from December 31, 2007 was primarily the result of the aforementioned decrease during the fourth quarter of 2008 and transferring $86.2 million of nonperforming commercial real estate loans to loans held for sale during the second quarter of 2008, partially offset by new relationships in all of Citizens' markets during 2008.

Residential mortgage loans at December 31, 2008 totaled $1.3 billion, essentially unchanged from September 30, 2008 and a decrease of $182.4 million or 12.6% from December 31, 2007. The decline was primarily the result of weak consumer demand in Citizens' markets, the sale of more than 70% of new mortgage originations into the secondary market, and transferring $41.7 million of nonperforming residential mortgage loans to loans held for sale during the second quarter of 2008.

Direct consumer loans, which are primarily home equity loans, were $1.5 billion at December 31, 2008, essentially unchanged from September 30, 2008 and a decrease of $120.2 million or 7.6% from December 31, 2007. The decrease was due to weak consumer demand, which is being experienced throughout the industry.

Indirect consumer loans, which are primarily marine and recreational vehicle loans totaled $820.5 million at December 31, 2008, a decrease of $22.6 million or 2.7% from September 30, 2008 as a result of the anticipated seasonal decline in consumers' interest for indirect products. Indirect consumer loans were essentially unchanged from December 31, 2007.

Loans held for sale at December 31, 2008 were $91.4 million, a decrease of $15.2 million or 14.2% from September 30, 2008 and an increase of $15.5 million or 20.5% over December 31, 2007. The decrease from September 30, 2008 was primarily the result of transferring loans to other real estate owned ("ORE") due to nonpayment issues. The increase over December 31, 2007 was primarily the result of transferring $92.8 million in nonperforming commercial real estate and residential mortgage loans to loans held for sale during the second quarter of 2008, partially offset by a decrease in residential mortgage origination volume awaiting sale in the secondary market as a result of faster funding through Citizens' alliance with PHH Mortgage, which began in the first quarter of 2008 and, to a lesser extent; a decline in commercial loans held for sale due to customer paydowns, adjustments to reflect current fair-market value, and transfers to ORE.

Goodwill at December 31, 2008 was $597.2 million, unchanged from September 30, 2008 and a decrease of $178.1 million or 23.0% from December 31, 2007. The decrease was due to a $178.1 million non-cash and non-tax-deductible goodwill impairment charge recorded in the second quarter of 2008. As required by SFAS 142, "Goodwill and Other Intangible Assets," Citizens conducted its annual goodwill impairment test during the fourth quarter of 2008 and concluded there was no additional impairment at this time. There can be no assurance, however, that future testing will not result in additional material impairment charges due to further developments in the banking industry or Citizens' markets.

Total deposits at December 31, 2008 were $9.1 billion, up slightly from September 30, 2008 and an increase of $750.5 million or 9.0% over December 31, 2007. Core deposits, which exclude all time deposits, totaled $4.4 billion at December 31, 2008, a decrease of $105.1 million or 2.3% from September 30, 2008 and an increase of $297.1 million or 7.2% over December 31, 2007. The decrease in core deposits from September 30, 2008 was primarily the result of the migration of funds from lower-cost deposits to time deposits with higher yields and businesses holding lower cash positions. The increase over December 31, 2007 was primarily the result of a new on-balance sheet sweep product for Citizens' commercial clients introduced in late 2007. Time deposits totaled $4.6 billion at December 31, 2008, an increase of $151.4 million or 3.4% over September 30, 2008 and an increase of $453.4 million or 10.9% over December 31, 2007. The increases were primarily the result of a shift in funding mix from short-term borrowings to longer-term certificates of deposit and brokered deposits, as well as focused deposit generation during 2008.

Other interest-bearing liabilities, which include federal funds purchased and securities sold under agreements to repurchase, other short-term borrowings, and long-term debt, decreased $202.7 million or 8.2% from September 30, 2008 to $2.3 billion and decreased $1.2 billion or 34.9% from December 31, 2007. The decreases were primarily the result of a shift in the mix of funding to deposits and the proceeds from the issuance of equity securities in June 2008 being used to pay down debt.

Capital Adequacy and Liquidity

Shareholders' equity at December 31, 2008 increased $64.5 million or 4.2% over September 30, 2008 to $1.6 billion and increased $23.4 million or 1.5% over December 31, 2007. Shareholders' equity at December 31, 2008 reflects the issuance of $265.9 million of fixed rate cumulative perpetual preferred stock and $34.1 million of ten-year warrants to purchase up to 17,578,125 shares of Citizens' common stock to the U.S. Department of the Treasury on December 12, 2008. The increase over September 30, 2008 was primarily the result of the aforementioned preferred stock and warrant issuance, partially offset by the effect of net loss recorded during the fourth quarter of 2008 and an increase in the accumulated other comprehensive loss position due to lower market interest rates and the $19.1 million component of the deferred tax asset valuation allowance. When compared with December 31, 2007, the increase also reflects two actions which occurred during the second quarter of 2008: the issuance of $200.0 million of common stock and preferred stock ($189.0 million net of issuance costs and the underwriting discount) and a goodwill impairment charge, credit writedown and fair-value adjustments that together reduced shareholders' equity by $205.6 million (after-tax).

Citizens continues to maintain a strong capital position, and its regulatory capital ratios are above "well-capitalized" standards, as evidenced by the following key capital ratios.





                              Regulatory                           Excess
                              Minimum for                        Capital over
                             "Well-Capital-                        Minimum
                                 ized"  12/31/08 9/30/08 6/30/08 (in millions)
    ----------------------------------  ------------------------  -----------
    Tier 1 capital ratio*        6.00%   12.26%  10.88%  10.80%    $616.4
    Total capital ratio*        10.00%   14.55%  13.13%  13.03%    $447.4
    Tier 1 leverage ratio*       5.00%    9.65%   8.76%   8.71%    $581.6
    Tangible common equity to
     tangible assets                      5.75%   7.33%   6.44%
    Tangible equity to tangible
     assets                               7.88%   7.33%   7.35%

            * December 31, 2008 is an estimate
    -------------------------------------------------------------------------

Citizens maintains a very strong liquidity position due to its on-balance sheet liquidity sources and very stable funding base comprised of approximately 69% deposits, 17% long-term debt, 12% equity, and 2% short-term liabilities. During the fourth quarter of 2008, Citizens increased total deposits by $46.3 million, issued $300.0 million in preferred stock and warrants and participated in the FDIC's Temporary Liquidity Guarantee Program ("TLGP"). The TLGP provides 100% FDIC coverage to noninterest-bearing deposit accounts and certain interest-bearing checking accounts as well as eligibility for Citizens to issue FDIC-guaranteed unsecured debt through June 30, 2009 in an amount up to approximately $230 million. Citizens also has access to high levels of untapped liquidity through collateral-based borrowing capacity provided by portions of both the loan and investment securities portfolios. Additionally, money market investments and securities available-for-sale could be sold for cash to provide liquidity.

Citizens' parent company cash resources totaled $261.4 million at December 31, 2008. The parent company's interest and preferred dividend payment obligations increased from approximately $20 million to approximately $35 million annually as a result of the fourth quarter of 2008 preferred stock issuance. Citizens believes its parent company has more than adequate long- term liquidity.

Net Interest Margin and Net Interest Income

Net interest margin was 3.03% for the fourth quarter of 2008 compared with 3.09% for the third quarter of 2008 and 3.26% for the fourth quarter of 2007. The decrease in net interest margin from the third quarter of 2008 was primarily the result of deposit spread compression due to price competition in Citizens' markets and an increase in loan balances transferring to nonperforming status, partially offset by expanding commercial and consumer loan spreads.

The decrease in net interest margin from the fourth quarter of 2007 was primarily the result of deposit price competition, the transfer of loans to nonperforming status, and an increase in funding costs related to extending short-term borrowings, partially offset by expanding commercial and consumer loan spreads and retail time deposits repricing to a lower rate. For the full year of 2008, net interest margin declined to 3.09% compared with 3.38% for the full year 2007 as a result of the aforementioned factors.

Net interest income was $85.7 million for the fourth quarter of 2008 compared with $87.3 million for the third quarter of 2008 and $92.2 million for the fourth quarter of 2007. The decrease from the third quarter of 2008 was primarily the result of lower net interest margin, partially offset by a $19.2 million increase in average earning assets. The increase in average earning assets was primarily the result of higher investment portfolio and money market investments balances due to the factors discussed under "Balance Sheet," partially offset by decreases to commercial and consumer loan portfolio balances as a result of general economic conditions.

The decrease in net interest income compared with the fourth quarter of 2007 was primarily the result of a lower net interest margin, partially offset by a $52.7 million increase in average earning assets. The increase in average earning assets was primarily the result of an increase in commercial loan balances and money market investments balances due to the factors discussed under "Balance Sheet," partially offset by decreases in the investment portfolio, residential mortgage, and consumer loan portfolio balances.

For the full year of 2008, net interest income declined to $348.9 million compared with $382.2 million for the full year of 2007 as a result of the lower net interest margin, partially offset by a $41.0 million increase in average earning assets due to the aforementioned factors.

Credit Quality

The quality of Citizens' loan portfolio is impacted by numerous factors, including the economic environment in the markets in which Citizens operates. Citizens carefully monitors its loans in an effort to identify and mitigate any potential credit quality issues and losses in a proactive manner. Citizens continues to manage credit quality challenges proactively, by:

-- Continuing to analyze Citizens' commercial automobile-related exposure through various forward-looking potential stress scenarios.

-- Expanding the quarterly review of non-watch credits to include commercial and industrial relationships. Coupled with the continuation of reviewing the non-watch commercial real estate relationships, these practices enable Citizens to validate obligor ratings and exposure management strategies.

-- Streamlining collection and modification programs for residential mortgage loans to mitigate foreclosures more effectively.

The following tables represent four qualitative aspects of the loan portfolio that illustrate the overall level of quality and risk inherent in the loan portfolio.

-- Table 1 - Delinquency Rates by Loan Portfolio - This table illustrates the loans where the contractual payment is 30 to 89 days past due and interest is still accruing. While these loans are actively worked to bring them current, past due loan trends may be a leading indicator of potential future nonperforming loans and charge-offs.

-- Table 2 - Commercial Watchlist - This table illustrates the commercial loans that, while still accruing interest, may be at risk due to general economic conditions or changes in a borrower's financial status.

-- Table 3 - Nonperforming Assets - This table illustrates the loans that are in nonaccrual status, loans past due 90 days or more on which interest is still accruing, nonperforming loans that are held for sale, and other repossessed assets acquired. The commercial loans included in this table are reviewed as part of the watchlist process in addition to the loans displayed in Table 2.

-- Table 4 - Net Charge-Offs - This table illustrates the portion of loans that have been charged-off during each quarter.




    Table 1 -- Delinquency Rates By Loan Portfolio
    30 to 89 days Past Due         Dec 31, 2008   Sep 30, 2008   Jun 30, 2008
                                   ------------   ------------   ------------
                                           % of           % of          % of
                                           Port-         Port-         Port-
    in millions                     $      folio   $     folio    $     folio
                                   ------------   ------------   ------------

    Land Hold                       $3.9   8.67%   $7.3  15.11%   $9.3  18.67%
    Land Development                 5.2   3.92    10.3   8.24     1.1   0.86
    Construction                    27.3  10.36    26.1   7.17    11.9   3.46
    Income Producing                76.7   4.93    50.1   3.27    48.5   3.09
    Owner-Occupied                  37.5   3.88    21.3   2.13    18.6   1.84
                                   ------------   ------------   ------------
      Total Commercial Real Estate 150.6   5.08   115.1   3.75    89.4   2.88
    Commercial and Industrial       56.5   2.17    29.1   1.08    29.5   1.09
                                   ------------   ------------   ------------
      Total Commercial Loans       207.1   3.72   144.2   2.50   118.9   2.05

    Residential Mortgage            39.5   3.13    37.7   2.95    38.5   2.94
    Direct Consumer                 25.5   1.76    19.5   1.32    18.4   1.22
    Indirect Consumer               18.5   2.25    13.6   1.61    14.4   1.73
                                   ------------   ------------   ------------
      Total Delinquent Loans      $290.6   3.19% $215.0   2.29% $190.2   2.01%
                                  ======         ======         ======



    Table 1 -- Delinquency Rates By Loan Portfolio
    30 to 89 days Past Due                     Mar 31, 2008     Dec 31, 2007
                                            ---------------- ----------------
                                                    % of              % of
    in millions                              $    Portfolio    $    Portfolio
                                            ---------------------------------

    Land Hold                                $6.6    10.71%    $4.6     7.21%
    Land Development                         16.3    10.24     28.7    17.10
    Construction                             10.5     2.83     31.7     9.25
    Income Producing                         29.3     1.87     54.0     3.54
    Owner-Occupied                           19.0     1.87     20.3     2.04
                                           ---------------   ---------------
      Total Commercial Real Estate           81.7     2.57    139.3     4.50
    Commercial and Industrial                39.9     1.50     39.0     1.53
                                           ---------------   ---------------
      Total Commercial Loans                121.6     2.09    178.3     3.15

    Residential Mortgage                     33.5     2.40     46.4     3.21
    Direct Consumer                          21.7     1.42     24.3     1.55
    Indirect Consumer                        13.3     1.62     15.9     1.92
                                           ---------------   ---------------
      Total Delinquent Loans               $190.1     1.99%  $264.9     2.79%
                                           ======            ======

Total delinquencies at December 31, 2008 increased $75.6 million or 35.2% over September 30, 2008 and increased $25.7 million or 9.7% over December 31, 2007 due to the continued weak Midwest economy. When compared with September 30, 2008, the increase in total commercial delinquencies was primarily due to ten large customers requiring proactive mitigation strategies. In general, 40% - 45% of the increase in commercial delinquency is attributable to administrative and renewal matters, such as longer response times for updated appraisals, which delinquencies are generally resolved through discussion with the borrowers.

As part of the overall credit underwriting and review process, Citizens carefully monitors commercial and commercial real estate credits that are current in terms of principal and interest payments but may deteriorate in quality as economic conditions change. Commercial relationship officers monitor their clients' financial condition and initiate changes in loan ratings based on their findings. Loans that have migrated within the loan rating system to a level that requires increased oversight are considered watchlist loans (generally consistent with the regulatory definition of special mention, substandard, and doubtful loans) and include loans that are in accruing (see Table 2) or nonperforming status (see Table 3). Citizens utilizes the watchlist process as a proactive credit risk management practice to help mitigate the migration of commercial loans to nonperforming status and potential loss. Once a loan is placed on the watchlist, it is reviewed quarterly by the chief credit officer, senior credit officers, senior market managers, and commercial relationship officers to assess cash flows, collateral valuations, guarantor liquidity, and other pertinent trends. During these reviews, action plans are affirmed to address emerging problem loans or to implement a specific plan for removing the loans from the portfolio. Additionally, loans viewed as substandard or doubtful are transferred to Citizens' special loans or small business workout groups and are subjected to an even higher level of monitoring and workout activity.





    Table 2 -- Commercial Watchlist
    Accruing loans only         Dec 31, 2008     Sep 30, 2008    Jun 30, 2008
                                       % of             % of          % of
    in millions                 $      Port-   $        Port-  $      Port-
                                       folio            folio         folio
    Land Hold                   $18.5  41.11%    $20.7  42.86%   $24.2  48.59%
    Land Development             49.3  37.15      51.8  41.44     47.5  37.05
    Construction                 74.8  28.39     104.8  28.78     86.3  25.08
    Income Producing            401.0  25.77     290.3  18.93    239.3  15.24
    Owner-Occupied              178.4  18.44     167.0  16.71    161.8  16.03
                                -----            -----           -----
      Total Commercial Real
       Estate                   722.0  24.35     634.6  20.67    559.1  18.03
    Commercial and Industrial   436.8  16.78     431.2  15.95    432.5  16.00
                                -----            -----           -----
      Total Watchlist Loans  $1,158.8  20.82% $1,065.8  18.46%  $991.6  17.08%
                             ========         ========          ======



    Table 2 -- Commercial Watchlist
    Accruing loans only                      Mar 31, 2008      Dec 31, 2007
                                                    % of              % of
    in millions                             $     Portfolio   $     Portfolio

    Land Hold                               $27.7    44.97%   $27.1    42.48%
    Land Development                         55.9    35.11     72.7    43.33
    Construction                             66.7    17.99     90.1    26.30
    Income Producing                        221.3    14.12    225.5    14.78
    Owner-Occupied                          155.8    15.34    153.0    15.35
                                            -----             -----
      Total Commercial Real Estate          527.4    16.61    568.4    18.35
    Commercial and Industrial               407.1    15.34    387.4    15.15
                                            -----             -----
      Total Watchlist Loans                $934.5    16.03%  $955.8    16.90%
                                           ======            ======

Accruing watchlist loans at December 31, 2008 increased $93.0 million or 8.7% over September 30, 2008 and increased $203.0 million or 21.2% over December 31, 2007. The increases are primarily the result of continuing commercial real estate deterioration in Michigan and additional downgrades as a result of closely monitoring borrowers' repayment capacity in this environment.





      Table 3 -- Nonperforming Assets

                               Dec 31, 2008     Sep 30, 2008      Jun 30, 2008
                              -------------    --------------     ------------
                                     % of             % of              % of
       in millions             $  Portfolio    $   Portfolio     $  Portfolio
                              -------------    --------------     ------------

       Land Hold              $10.4  23.11%    $11.0  22.77%      $3.4   6.83%
       Land Development        23.4  17.63      20.6  16.48       22.8  17.78
       Construction            18.3   6.94      25.7   7.06       12.6   3.66
       Income Producing        78.6   5.05      57.6   3.76       23.1   1.47
       Owner-Occupied          31.8   3.29      17.7   1.77       13.1   1.30
                              -------------    --------------     ------------
         Total Commercial
          Real Estate         162.5   5.48     132.6   4.32       75.0   2.42
       Commercial and
        Industrial             64.6   2.48      38.2   1.41       31.6   1.17
                              -------------    --------------     ------------
         Total Nonperforming
          Commercial Loans    227.1   4.08     170.8   2.96      106.6   1.84

       Residential Mortgage    59.5   4.71      40.2   3.14       12.4   0.95
       Direct Consumer         15.1   1.04      16.3   1.10       16.3   1.09
       Indirect Consumer        2.6   0.32       2.1   0.25        1.4   0.17
       Loans 90+ days still
        accruing and
        restructured            1.7   0.02       1.9   0.02        2.5   0.03
                              -------------  --------------      ------------
         Total Nonperforming
          Portfolio Loans     306.0   3.36%    231.3   2.47%     139.2   1.47%
       Nonperforming Held
        for Sale               75.2             86.6              92.6
       Other Repossessed
        Assets Acquired        58.0             46.5              54.1
                             ------           ------            ------
         Total Nonperforming
          Assets             $439.2           $364.4            $285.9
                             ======           ======            ======


      Table 3 -- Nonperforming Assets
                                             Mar 31, 2008     Dec 31, 2007
                                                     % of              % of
        in millions                          $  Portfolio    $    Portfolio
                                            --------------  ---------------
        Land Hold                             $5.5   8.93%     $4.5   7.05%
        Land Development                      46.4  29.15      35.6  21.22
        Construction                          51.9  14.00      28.8   8.41
        Income Producing                      40.5   2.58      21.5   1.41
        Owner-Occupied                        23.5   2.31      19.7   1.98
                                            -------------   --------------
          Total Commercial Real Estate       167.8   5.29     110.1   3.55
        Commercial and Industrial             20.3   0.76      12.7   0.50
                                            -------------   --------------
          Total Nonperforming Commercial
           Loans                             188.1   3.23     122.8   2.17

        Residential Mortgage                  45.8   3.29      46.9   3.25
        Direct Consumer                       13.5   0.88      13.7   0.87
        Indirect Consumer                      1.7   0.21       2.1   0.25
        Loans 90+ days still
         accruing and restructured             4.4   0.05       3.9   0.04
                                            -------------   --------------
          Total Nonperforming Portfolio
           Loans                             253.5   2.65%    189.4   1.99%
        Nonperforming Held for Sale           22.8             21.6
        Other Repossessed Assets Acquired     50.3             40.5
                                            ------           ------
          Total Nonperforming Assets        $326.6           $251.5
                                            ======           ======

Nonperforming assets are comprised of nonaccrual loans, loans past due over 90 days and still accruing interest, restructured loans, nonperforming held for sale, and other repossessed assets acquired. Nonperforming assets totaled $439.2 million at December 31, 2008, an increase of $74.8 million or 20.5% over September 30, 2008 and an increase of $187.7 million over December 31, 2007. The increase over September 30, 2008 was primarily the result of a change in status of five commercial relationships, which together totaled $57.0 million, and higher nonperforming residential mortgage loans as a result of general economic deterioration in the Midwest, especially Michigan. The increase over December 31, 2007 was primarily the result of significant deterioration in the real estate secured portfolios (particularly commercial) and general economic deterioration in the Midwest. Nonperforming assets at December 31, 2008 represented 4.79% of total loans plus other repossessed assets acquired compared with 3.87% at September 30, 2008 and 2.64% at December 31, 2007. Nonperforming commercial loan inflows were $155.5 million in the fourth quarter of 2008 compared with $102.6 million in the third quarter of 2008 and $72.1 million in the fourth quarter of 2007.

Nonperforming commercial loan outflows were $99.2 million in the fourth quarter of 2008 compared with $38.5 million in the third quarter of 2008 and $56.2 million in the fourth quarter of 2007. The fourth quarter of 2008 outflows included $15.2 million loans that returned to accruing status, $14.5 million in loan payoffs and paydowns, $66.5 million in charged-off loans, and $3.0 million transferring to other repossessed assets acquired.




      Table 4 --
      Net Charge-Offs                       Three Months Ended
                                Dec 31, 2008    Sep 30, 2008    Jun 30, 2008
                                ------------    ------------    ------------
                                       % of            % of           % of
       in millions               $     Port-     $     Port-    $     Port-
                                       folio**         folio**        folio**
                                ------------    ------------   ------------
       Land Hold                 $4.6  40.89%    $1.7  14.08%   $0.7   5.62%

       Land Development           5.8  17.48      6.9  22.08    16.4  51.17
       Construction              10.7  16.24      0.5   0.55    13.8  16.04
       Income Producing          21.7   5.58      4.4   1.15     7.7   1.96
       Owner-Occupied             3.1   1.28      1.3   0.52     3.4   1.35
                                ------------    ------------   ------------
         Total Commercial Real
          Estate                 45.9   6.19     14.8   1.93    42.0   5.42
       Commercial and
        Industrial               21.9   3.37      0.4   0.06     0.6   0.09
                                ------------    ------------   ------------
         Total Commercial
          Loans                  67.8   4.87     15.2   1.05    42.6   2.94

       Residential Mortgage       1.6   0.51      0.5   0.16    20.7   6.33
       Direct Consumer            5.9   1.63      3.3   0.89     3.1   0.83
       Indirect Consumer          5.7   2.78      3.4   1.61     2.9   1.39
                                ------------    ------------   ------------
         Total Net Charge-offs  $81.0   3.48%   $22.4   0.94% $69.3    2.93%
                                =====           =====         =====

         ** Represents an annualized rate.



      Table 4 --
      Net Charge-Offs                             Three Months Ended
                                         Mar 31, 2008          Dec 31, 2007
                                         ------------          ------------
                                                % of                  % of
        in millions                             Port-                 Port-
                                          $     folio**         $     folio**
                                         ------------          ------------
        Land Hold                         $0.5   3.25%          $0.4   2.51%
        Land Development                   6.6  16.58            6.3  15.02
        Construction                       1.2   1.29            1.8   2.10
        Income Producing                   0.9   0.23            2.4   0.63
        Owner-Occupied                    (0.1) (0.04)          (0.2) (0.08)
                                         ------------          ------------
          Total Commercial Real Estate     9.1   1.15           10.7   1.38
        Commercial and Industrial          0.9   0.14            1.4   0.22
                                         ------------          ------------
          Total Commercial Loans          10.0   0.69           12.1   0.86

        Residential Mortgage               1.8   0.52            2.0   0.55
        Direct Consumer                    3.0   0.79            2.3   0.59
        Indirect Consumer                  2.6   1.27            3.3   1.59
                                         ------------          ------------
          Total Net Charge-offs          $17.4   0.74%         $19.7   0.84%
                                         =====                 =====

          ** Represents an annualized rate.

                              Full Year 2008   Full Year 2007
                              --------------   --------------
       Net charge-offs         $190.1   2.01%   $50.9   0.55%


Net charge-offs totaled $81.0 million or 3.48% of average portfolio loans in the fourth quarter of 2008 compared with $22.4 million or 0.94% of average portfolio loans in the third quarter of 2008 and $19.7 million or 0.84% of average portfolio loans in the fourth quarter of 2007. The increase over the third quarter of 2008 was primarily the result of charging-off four large commercial loans totaling $45.3 million. The increases over the three-month and twelve-month periods of 2007 were primarily the result of higher charge- offs on commercial real estate due to declining real estate values and general economic deterioration in the Midwest.

After determining what Citizens believes is an adequate allowance for loan losses, the provision for loan losses is calculated as a result of the net effect of the quarterly change in the allowance for loan losses identified based on the risk in the portfolio and the quarterly net charge-offs. The provision for loan losses was $118.6 million in the fourth quarter of 2008, compared with $58.4 million in the third quarter of 2008 and $6.1 million in the fourth quarter of 2007. The increase over the third quarter of 2008 was primarily the result of the aforementioned four large commercial charge-offs as well as continued migration of commercial real estate loans to nonperforming status. This migration, and continuous evaluation of the underlying collateral supporting these loans, caused an increase in the allowance for loan losses due to the higher likelihood that portions of these loans may eventually be charged-off. For the full year of 2008, the provision for loan losses totaled $282.1 million compared with $45.2 million for the full year of 2007 due to the aforementioned factors.

The allowance for loan losses was $255.3 million or 2.80% of portfolio loans at December 31, 2008, compared with $217.7 million or 2.32% at September 30, 2008 and $163.4 million or 1.72% at December 31, 2007. The increases were primarily the result of continued deterioration in commercial real estate loans, signs of potential deterioration in commercial and industrial loans due to recessionary pressures, and an increase in the loss migration rates and extended duration of residential mortgage and consumer loans. Based on current conditions and expectations, Citizens believes that the allowance for loan losses at December 31, 2008 is adequate to address the estimated loan losses inherent in the existing loan portfolio.

Noninterest Income

Noninterest income for the fourth quarter of 2008 was $15.8 million, a decrease of $12.3 million from the third quarter of 2008 and a decrease of $13.5 million from the fourth quarter of 2007. For the full year of 2008, noninterest income totaled $101.7 million, a decrease of $20.8 million from the full year of 2007.

The decrease in noninterest income from the third quarter of 2008 was primarily the result of lower other income ($5.2 million), higher net loss on loans held for sale ($4.6 million), lower mortgage and other loan income ($1.5 million), as well as minor decreases in several other categories. The decrease in other income was primarily due to swap income recognition ($3.4 million) and lower revenue on bank owned life insurance policies ($1.6 million) resulting from lower market interest rates in the fourth quarter of 2008. The decrease in swap income recognition was primarily the result of changes in the credit spreads of Citizens' swap counterparties and changes in market interest rates as well as hedge ineffectiveness due to cash flow hedges on prime-based loans that were pre-paid. The higher net loss on loans held for sale was primarily the result of updated lower appraisal values on underlying collateral. The decrease in mortgage and other income was primarily the result of lower mortgage origination volume.

The decrease in noninterest income from the fourth quarter of 2007 was primarily due to lower other income ($5.3 million), net loss on loans held for sale ($5.4 million), lower trust fees ($1.1 million), lower mortgage and other loan income ($0.9 million), lower service charges on deposit accounts ($0.6 million), and lower brokerage and investment fees ($0.4 million). The decrease in other income was primarily the result of the aforementioned factors. The net loss on loans held for sale was primarily the result of updated lower appraisal values on the underlying collateral. The decline in trust fees and brokerage and investment fees were primarily the result of recent negative market conditions and lower demand for investment products due to attractively-priced traditional certificates of deposit in Citizens' markets. The lower mortgage and other loan income was primarily due to weak consumer demand in Citizens' markets. The decrease in service charges on deposit accounts was primarily due to a decline in customer transaction volume.

The decrease in noninterest income compared to the full year of 2007 was primarily due to a higher net loss on loans held for sale ($8.9 million), lower other income ($5.2 million), lower mortgage and other loan income ($4.6 million), lower trust fees ($2.1 million), and a net decrease from minor changes in several other categories, all as a result of the aforementioned factors, partially offset by higher bankcard fees ($1.3 million). In addition, the other income category included a $2.1 million gain in the first quarter of 2008 due to Citizens' receipt of proceeds from the partial redemption of its Visa shares.

Noninterest Expense

Noninterest expense for the fourth quarter of 2008 was $78.6 million, an increase of $4.3 million over the third quarter of 2008 and essentially unchanged from the fourth quarter of 2007. For the full year of 2008, noninterest expense totaled $490.7 million, an increase of $163.3 million over the full year of 2007.

The increase in noninterest expense from the third quarter of 2008 was primarily the result of other expense ($3.9 million) and other loan expenses ($2.6 million), partially offset by savings in salaries and employee benefits ($2.5 million). The increase in other expense was primarily the result of a $2.4 million loss related to the repurchase of all auction rate securities sold to wealth management clients ($8.8 million in par value) to restore liquidity to their accounts, a $1.1 million loss on a captive insurance program, and an increase in the FDIC premiums as a result of a mandatory phase-out of FDIC credits, partially offset by lower telephone expenses. Increases in other loan expenses were primarily the result of higher foreclosure expenses ($2.6 million), partially offset by lower provisioning to fund the reserve for unused loan commitments, which fluctuates with the amount of unadvanced customer lines of credit. The decrease in salaries and benefits was primarily the result of lower commission-based compensation due

to a decline in production volume and a reduction in annual performance-based incentives due to overall corporate performance for 2008.

Noninterest expense was essentially unchanged from the fourth quarter of 2007 as increases in other expense ($3.5 million), other loan expenses ($3.1 million), and ORE expenses, profits, and losses, net ($1.6 million) were substantially offset by a general decline in all expenses due to cost savings and efficiencies implemented throughout 2007 following completion of the Republic merger in December 2006. The increase in other expense was primarily due to higher FDIC premiums as a result of a mandatory phase-out of FDIC credits and industry-wide increases on FDIC insurance, as well as the aforementioned loss on auction rate securities. The increase in other loan expense was primarily the result of higher other mortgage processing fees due to the alliance with PHH Mortgage entered into in the first quarter of 2008 and higher foreclosure expenses associated with repossessing collateral underlying commercial and residential real estate loans. The increase in ORE expenses, profits, and losses, net was primarily the result of owning more repossessed properties.

Salary costs included severance expense of $1.2 million for the fourth quarter of 2008, $2.0 million for the third quarter of 2008, and $3.0 million for the fourth quarter of 2007. Citizens had 2,232 full-time equivalent employees at December 31, 2008 compared with 2,261 at September 30, 2008 and 2,501 at December 31, 2007.

The increase in noninterest expense over the full year of 2007 was primarily due to the aforementioned $178.1 million goodwill impairment charge and the $5.0 million fair-value adjustment on ORE which occurred in the second quarter of 2008, as well as higher other loan expenses ($7.9 million) and ORE expenses, profits, and losses, net ($5.7 million, excluding the aforementioned $5.0 million fair-value adjustment) in 2008 due to the factors discussed above, partially offset by the general decline in all other expense categories due to cost savings and efficiencies implemented during 2007 as well as the effect of $8.2 million in restructuring and merger-related expenses incurred in 2007.

Income Tax Provision

The income tax provision for the fourth quarter of 2008 was $99.6 million, an increase of $109.8 million over the third quarter of 2008 and an increase of $91.1 million over the fourth quarter of 2007. For the full year of 2008, the income tax provision totaled $71.0 million, an increase of $39.7 million over the same period of 2007. The increases over the three-month periods were primarily the result of recording a valuation allowance of $136.6 million against deferred tax assets, partially offset by the effect of lower pre-tax income. Additionally, the increase over the prior year was partially offset by the effect of lower pre-tax income, excluding the non-tax deductible goodwill impairment charge recorded in the second quarter of 2008.

SFAS 109, "Accounting for Income Taxes," requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a "more likely than not" standard. In accordance with SFAS 109, Citizens reviewed its deferred tax asset and determined that due mainly to the significant pre-tax loss in 2008 it must establish a valuation allowance against the entire net deferred tax asset, excluding goodwill. As of December 31, 2008, Citizens recorded a $155.7 million valuation allowance, which consisted of $136.6 million recognized as income tax provision and $19.1 million recognized through the other comprehensive income component of shareholders' equity in the accompanying consolidated financial statements. Despite the valuation allowance, these assets remain available to offset future taxable income. The deferred tax asset will be analyzed quarterly for changes affecting realizability and the valuation allowance may be reduced or eliminated in future periods accordingly. In making such judgments, significant weight is given to evidence that can be objectively verified. Citizens analyzes changes in near-term market conditions and considers both positive and negative evidence as well as other factors which may impact future operating results in making the decision to establish the valuation allowance.

Reconciliation of Pre-Tax Pre-Provision Core Operating Earnings

Citizens is presenting pre-tax pre-provision core operating earnings in this release for purposes of additional analysis of operating results. Pre- tax pre-provision core operating earnings, as defined by management, represents net income (loss) excluding income tax provision (benefit), the provision for loan losses, and any impairment charges (including goodwill, credit writedowns and fair-value adjustments) caused by this economic cycle.

The following table reconciles pre-tax pre-provision core operating earnings to consolidated net income (loss) presented in accordance with US generally accepted accounting principles ("GAAP"), which is the principal and most useful measure of earnings and provides comparability of earnings with other companies. However, Citizens believes presenting pre-tax pre-provision core operating earnings provides investors with the ability to better understand Citizens' underlying operating trends separate from the direct effects of the impairment charges, credit issues, fair value adjustments, challenges inherent in the real estate downturn and other economic cycle issues and displays a consistent core operating earnings trend before the impact of these challenges. The credit quality section of this earnings release already isolates all of the challenges and issues related to the credit quality of Citizens' loan portfolio and its impact on Citizens earnings as reflected in the provision for loan losses.





    Pre-Tax Pre-Provision
    Core Operating Earnings                 Three Months Ended

                                 Dec 31    Sep 30   Jun 30    Mar 31  Dec 31
    (in thousands)                2008      2008     2008      2008    2007
    -------------------------------------------------------------------------
    Net Income (Loss)         $(195,369) $(7,176) $(201,634) $11,127  $27,967
    Income tax provision
     (benefit)                   99,634  (10,192)   (19,401)     929    8,582
    Provision for loan losses   118,565   58,390     74,480   30,619    6,055
    Goodwill impairment
     charge                       ---      ---      178,089    ---      ---
    Fair-value writedown on
     loans held for sale          5,865    1,261      2,248    ---        508
    Fair-value writedown on
     ORE                            602      675      5,849      937     (427)
    Fair-value writedown on
     bank owned life
     insurance                    2,896      551      ---      ---      ---
    Loss on auction rate
     securities repurchase        2,406    ---        ---      ---      ---
    SFAS 157 mark-to-market
     on swaps                     2,414   (2,894)      (293)    (514)
    Captive insurance
     impairment charge            1,053    ---        ---      ---      ---
                               -----------------------------------------------
    Pre-Tax Pre-Provision
     Core Operating Earnings    $38,066  $40,615    $39,338  $43,098  $42,685
                               ==============================================
    -------------------------------------------------------------------------

Citizens is very focused on preserving capital, enhancing liquidity, and generating solid operating earnings in the long-term.

Forward-Looking Guidance

Citizens anticipates the following performance for the first quarter of 2009:

-- Net interest income will be slightly lower than the fourth quarter of 2008 due to continued deposit price competition and continued migration of certain loans to nonperforming status.

-- Noninterest income will be higher than the fourth quarter of 2008 primarily due to a lower net loss on loans held for sale.

-- Noninterest expense will be higher than the fourth quarter of 2008 as increases in FDIC premiums, ORE expenses, and advertising are expected to more than offset current savings initiatives.

-- Citizens does not anticipate recording an income tax provision (benefit) during 2009 unless there is a change in the realizability of the deferred tax asset.

Given the uncertainties in the Midwest economy, continued downturn in real estate markets, and volatility in borrower capacities, it is very difficult to give a narrow range of qualitative guidance on net charge-offs and provision expense at this time. Citizens anticipates net charge-offs and provision for loan losses for the first quarter of 2009 will be less than the fourth quarter of 2008, assuming future real estate values stabilize and the recessionary impact on borrowers' ability to re-pay does not continue to worsen.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this release includes non-GAAP financial measures such as those included in the "Reconciliation of Pre-Tax Pre-Provision Core Operating Earnings" section and the "Non-GAAP Reconciliation" table. Citizens believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the company, its business, and performance trends and facilitates comparisons with the performance of others in the banking industry. Specifically, Citizens believes the exclusion of restructuring and merger-related expenses, intangible asset amortization, and the goodwill impairment to create "core operating earnings" as well as the exclusion of related goodwill and other intangible assets, net of applicable deferred tax amounts, to create "average tangible assets" and "average tangible equity" facilitates the comparison of results for ongoing business operations. Citizens' management internally assesses the company's performance based, in part, on these non-GAAP financial measures.

In accordance with industry standards, certain designated net interest income amounts are presented on a taxable equivalent basis, including the calculation of net interest margin and the efficiency ratio displayed in the "Selected Quarterly Information" and "Financial Summary and Comparison" tables. Citizens believes the presentation of net interest margin on a taxable equivalent basis allows comparability of net interest margin with our industry peers by eliminating the effect of the differences in portfolios attributable to the proportion represented by both taxable and tax-exempt investments.

Although Citizens believes the above non-GAAP financial measures enhance investors' understanding of its business and performance, these non-GAAP measures should not be considered a substitute for GAAP basis financial measures.

Other News

Stock Repurchase Program

During the fourth quarter of 2008, Citizens did not repurchase any shares of its stock under the stock repurchase program. As of December 31, 2008, there were 1,241,154 shares remaining to be purchased under the program approved by the Board of Directors on October 16, 2003.

Analyst Conference Call

William R. Hartman, chairman, president and CEO, Charles D. Christy, EVP and CFO, John D. Schwab, EVP and chief credit officer, and Martin E. Grunst, treasurer, will review the quarter's results in a conference call for analysts and investors at 10:00 a.m. ET