Prospectus excerpt:  We are offering up to 1,000,000 depositary shares, each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of First Citizens Banc Corp with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share) (the ôSeries B Preferred Sharesö). We are offering the depositary shares for sale to the public in the following descending order of priority: our existing shareholders, our customers and members of the communities we serve, and, to the extent that depositary shares remain available for purchase, in a syndicated offering managed by Keefe, Bruyette & Woods, Inc. See ôPlan of DistributionùOffering Priorities.ö

We must sell a minimum of 800,000 depositary shares to complete the offering. The minimum number of depositary shares you may purchase in the offering is 40 depositary shares. The maximum number of depositary shares that you may purchase in the offering is the lesser of (i) 160,000 depositary shares or (ii) the number of depositary shares, assuming conversion of such depositary shares into our common shares, whereby your total beneficial ownership of our common shares (including any common shares currently owned) would not exceed 5% of our outstanding common shares after the offering. The filling of all subscriptions that we receive will depend on the availability of depositary shares after satisfaction of all subscriptions of all persons having a higher priority in the offering and to the minimum, maximum and overall purchase limitations.

The offering is expected to expire at 12:00 noon, Eastern Time, on December 4, 2013. We may extend this expiration date without notice to you until January 17, 2014. Once submitted, orders are irrevocable. However, if the offering is extended beyond January 17, 2014, or the number of depositary shares to be sold is increased to more than 1,000,000 depositary shares or decreased to fewer than 800,000 depositary shares, we will resolicit subscribers, giving them an opportunity to change or cancel their orders. Funds received during the offering will be placed in a segregated account at U.S. Bank, National Association, who will serve as our escrow agent for the offering. If the closing of the offering does not occur for any reason, the funds will be promptly returned without interest. U.S. Bank, National Association, is acting only as an escrow agent in connection with the offering of securities described herein, and has not endorsed, recommended or guaranteed the purchase, value or repayment of such securities.

As a holder of depositary shares, you will be entitled to all proportional rights, preferences and privileges of the Series B Preferred Shares, including dividend, voting, redemption, conversion and liquidation rights. You must exercise such rights through the depositary.

We expect to pay noncumulative dividends on the Series B Preferred Shares (and, therefore, the depositary shares) at the rate of 6.50% of the liquidation preference per year. Such dividends are payable quarterly in cash, when, as and if declared by our board of directors, on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2014. Dividends for the first dividend period ending March 15, 2014, if any, will be for less than a full quarter if the offering closes after December 15, 2013, and will be for greater than a full quarter if the offering closes before December 15, 2013. If our board of directors does not declare a dividend for any quarterly dividend period, you will not be entitled to receive any dividend for that quarterly dividend period and the undeclared dividend will not accumulate.

Each depositary share is convertible at your option at any time, unless previously redeemed, into our common shares equal to the quotient achieved when $25.00 is divided by the initial conversion price of $7.82, which may be adjusted as described in this prospectus. We may, at our option, convert each depositary share into that number of our common shares equal to the quotient achieved when $25.00 is divided by the initial conversion price of $7.82, as adjusted, on or after the sixth anniversary of the issue date of the Series B Preferred Shares. We may exercise this option only if (i) the closing sale price for our common shares equals or exceeds 120% of the then prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days (including the last trading day of such period) ending on the fifth trading day immediately prior to our issuance of a press release announcing our exercise of this option; and (ii) we have paid full dividends on the depositary shares for four consecutive quarters prior to the issuance of the press release.