Exhibit 10.17 (Form 10-K) SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (the "Amendment"), is entered into as of January 23, 2003 by and between William R. Hartman (the "Executive") and Citizens Banking...

                                                                   Exhibit 10.17
                                                                     (Form 10-K)

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


This Second Amendment to Employment Agreement (the "Amendment"), is entered into
as of January 23, 2003 by and between Xxxxxxx X. Xxxxxxx (the "Executive") and
Citizens Banking Corporation, a Michigan corporation (the "Company")

WHEREAS, the parties desire to enter into this Amendment in order to amend the
terms of the Employment Agreement entered into between the parties on February
11, 2002;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Executive and the Company
as follows:

2.       Employment. The parties agree that, for purposes of Section 1 of the
         Employment Agreement, the "Agreement Term" shall be the period
         beginning on the Effective Date and ending on the fifth anniversary of
         the Effective date.

3.       Termination of Employment. The parties agree that within Section
         5(c)(i) of the Employment Agreement all references to the terms "three
         times" shall be replaced with the terms "five times", and all
         references to the terms "three previous fiscal years" shall be replaced
         with the terms "five previous fiscal years."

         The parties also agree that within Section 5(c)(iii) any reference to
         the terms "third annivesary" shall be replaced with the terms "fifth
         anniversary."

4.       Nonsolicitation. The parties agree that within Section 7 of the
         Employment Agreement all references to the terms "three year period"
         shall be replaced with the terms "five year period."

5.       Noncompetition. The parties agree that within Section 8 of the
         Employment Agreement all references to the terms "three year period"
         shall be replaced with the terms "five year period."

5.       Continuing Effect of Employment Agreement. Except as amended hereby,
         all other provisions of the Employment Agreement shall remain in full
         force and effect.


IN WITNESS THEREOF, the Executive and the Company have caused this Second
Amendment to Employment Agreement to be executed as of the date set forth above.


Xxxxxxx X. Xxxxxxx                       Citizens Banking Corporation


/s/ Xxxxxxx X. Xxxxxxx                   By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------         -----------------------------------
Executive                                      Xxxxxxx X. Xxxxxxxx

                                         Its:Chairman, Compensation and Benefits
                                             Committee