FIRST CITIZENS BANC CORP /OH (Form: S-1/A, Received: 11/01/2013 12:58:05)

Position

John A. Betts

Senior Vice President since 2013 of First Citizens; Senior Vice President since 2013 of The Citizens Banking Company; President and CEO from 2007 to 2012 of First National Bank of Grant Park; Senior Manager from 2006 to 2007 of Ernst & Young, LLP; and Corporate Controller prior to 2006 of Centrue Financial Corporation.

Dennis G. Shaffer

Senior Vice President since 2012; Executive Vice President of Commercial Lending since 2012 of The Citizens Banking Company; Senior Vice President from 2010 to 2012 of The Citizens Banking Company; Vice President from 2009 to 2010 of The Citizens Banking Company; Senior Vice President from 2007 to 2009 of Huntington National Bank, Columbus, Ohio; Senior Vice President and Columbus District President from 1998 to 2006 of Sky Bank, Salineville, Ohio; Senior Vice President from 1996 to 1998, Vice President from 1992 to 1996, and Assistant Vice President from 1990 to 1992 of Ohio Bank, Columbus, Ohio.

As filed with the Securities and Exchange Commission on November 1, 2013

Registration No. 333-191169

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST CITIZENS BANC CORP

(Exact name of Registrant as specified in its charter)

Ohio

6022

34-1558688

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James O. Miller

President and Chief Executive Officer

First Citizens Banc Corp

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:


Anthony D. Weis, Esq.		Daniel C. McKay, II, Esq.
Vorys, Sater, Seymour and Pease LLP		Jennifer Durham King, Esq.
52 East Gay Street		Vedder Price P.C.
P.O. Box 1008		222 N. LaSalle Street
Columbus, Ohio 43216		Chicago, Illinois 60601
(614) 464-6400		(312) 609-7500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE



Title of each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Depositary Shares of First Citizens Banc Corp (each representing a 1/40 ^th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B)(3)	$25,000,000	$3,410
6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, no par value	—	—
Common Shares, no par value(4)	—	—
Total	$25,000,000	$3,410(5)

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 416 under the Securities Act, this registration statement also covers such indeterminate number of additional depositary shares, 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, or Series B Preferred Shares, and common shares that may become issuable due to adjustments for changes resulting from stock splits, stock dividends, mergers, recapitalizations, reorganizations, combinations, exchanges or similar transactions and events.

(2)	No separate consideration will be received for the Series B Preferred Shares issued by First Citizens Banc Corp represented by the depositary shares and, therefore, no separate registration fee will be paid in respect of any such Series B Preferred Shares.

(3)

All of the Series B Preferred Shares offered hereby will be sold as fractional interests in the form of depositary shares. Each depositary share will be issued pursuant to a depositary agreement, will represent a 1/40th ownership interest in a Series B Preferred Share and will be evidenced by a depositary receipt. Each holder of a depositary share will be entitled to all proportional rights and preferences of the Series B Preferred Shares represented thereby.

(4)

Represents common shares issuable upon conversion of the Series B Preferred Shares. No additional consideration will be received for the common shares underlying the Series B Preferred Shares and, therefore, pursuant to Rule 457(i) under the Securities Act, no additional registration fee is required with respect to such common shares.

(5)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale thereof is not permitted.

Subject to Completion, dated November 1, 2013

PROSPECTUS

LOGO

Up to 1,000,000 Depositary Shares Each Representing a 1/40th Interest in a

6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B

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 “Series B Preferred Shares”). 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 “Plan of Distribution—Offering Priorities.”

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.

We may redeem the depositary shares, in whole or in part, for cash at $25.00 per share, plus declared and unpaid dividends since the last dividend payment date, if any, on or after the sixth anniversary of the date of issuance of the Series B Preferred Shares.

All of the depositary shares we are selling in this offering, and the common shares issued upon conversion of the depositary shares, if any, will be freely tradeable without restriction under the Securities Act of 1933, as amended, except for shares purchased by our “affiliates.”

Our common shares are currently listed on the NASDAQ Capital Market under the symbol “FCZA.” The last reported sale price of our common shares on the NASDAQ Capital Market on October 31, 2013 was $6.55.

Investing in the depositary shares involves risks. You should read the “ Risk Factors ” section beginning on page 13 of this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2012, before making a decision to invest in the depositary shares.


OFFERING SUMMARY Price: $25.00 per depositary share
	Total
	Minimum Offering		Maximum Offering
Public offering price	$	20,000,000	$	25,000,000
Placement agent fee in shareholder and customer/community offerings ⁽¹⁾	$	525,000	$	656,250
Placement agent fee in syndicated offering ⁽¹⁾	$	275,000	$	343,750
Proceeds to us, before expenses ⁽¹⁾	$	19,200,000	$	24,000,000
Proceeds to us per depositary share, before expenses ⁽¹⁾	$	24.00	$	24.00

(1)

Represents fees payable to Keefe, Bruyette & Woods, Inc. equal to 3.5% of the aggregate dollar amount of depositary shares sold in the shareholder and customer/community offerings and 5.5% of the aggregate dollar amount of depositary shares sold in the syndicated offering, assuming that 75% of the depositary shares are sold in the shareholder and customer/community offerings and 25% of the depositary shares are sold in the syndicated offering. See “Plan of Distribution — Marketing and Distribution; Compensation” for a discussion of Keefe, Bruyette & Woods, Inc’s compensation in this offering.

None of the Securities and Exchange Commission (the “SEC”), the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), any state or other securities commission or any other federal or state bank regulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The depositary shares are not savings accounts, deposits or other obligations of any bank, thrift or other depositary institution and are not insured or guaranteed by the FDIC or any other governmental agency or instrumentality.

The depositary shares are being offered and sold in a best efforts underwritten offering. We are offering the depositary shares through a placement agent, Keefe, Bruyette & Woods, Inc. (“KBW”). KBW is not required to sell any specific number or dollar amount of depositary shares but will use its best efforts to sell the depositary shares offered.

We will issue the depositary shares in book-entry or uncertificated form, except under limited circumstances. Our depositary and transfer agent, Illinois Stock Transfer Company, will deliver written confirmation to purchasers of depositary shares in the offering.

Keefe, Bruyette & Woods

A Stifel Company

The date of this prospectus is November , 2013.

LOGO

The Citizens Banking Company, a wholly-owned banking subsidiary of First Citizens Banc Corp,

operates 28 banking offices in Central and North Central Ohio.

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		i
WHERE YOU CAN FIND MORE INFORMATION		ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		ii
SUMMARY		1
THE OFFERING		5
SUMMARY CONSOLIDATED FINANCIAL DATA		11
RISK FACTORS		13
DESCRIPTION OF THE OFFERING		24
USE OF PROCEEDS		27
CAPITALIZATION		28
PRICE RANGE OF COMMON SHARES AND DIVIDENDS		29
RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS		30
BUSINESS		31
MANAGEMENT		38
BENEFICIAL OWNERSHIP OF COMMON SHARES		42
RELATED PARTY TRANSACTIONS		44
DESCRIPTION OF THE SERIES B PREFERRED SHARES		45
DESCRIPTION OF THE DEPOSITARY SHARES		57
DESCRIPTION OF COMMON SHARES		61
DESCRIPTION OF PREFERRED SHARES		66
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		69
CERTAIN ERISA CONSIDERATIONS		76
PLAN OF DISTRIBUTION		78
LEGAL MATTERS		83
EXPERTS		83

ABOUT THIS PROSPECTUS

You should read this prospectus and the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before you make a decision to invest in the depositary shares. In particular, you should review the information under the heading “Risk Factors” set forth on page 13 of this prospectus and the information under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference herein. You should rely only on the information contained or incorporated by reference in this prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor the placement agent are making an offer to sell the depositary shares (or the underlying Series B Preferred Shares) in any manner in which, or in any jurisdiction where, the offer or sale thereof is not permitted. We have not authorized any person to provide you with different or additional information. If any person provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of its date or the date which is specified in those documents. Our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects may have changed since any such date.

Unless the context otherwise requires, references to “First Citizens,” the “Company,” “we,” “our” and “us” and similar terms mean First Citizens Banc Corp and its subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in FDIC insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforseen litigation; and other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks set forth under the section captioned “Risk Factors” in this prospectus.

The forward-looking statements included or incorporated by reference in this prospectus are only made as of the date of this prospectus or the respective document incorporated by reference herein, as applicable, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. See the section captioned “Where You Can Find More Information.” All subsequent written and oral forward-looking statements concerning the matters addressed in this prospectus and attributable to us or any person acting on our behalf are qualified by these cautionary statements.

-i-

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and file with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as required of a U.S. listed company. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC’s web site at www.sec.gov or on our website at www.fcza.com. However, the information on, or that can be accessible through, our website does not constitute a part of, and is not incorporated by reference in, this prospectus. Written requests for copies of the documents we file with the SEC should be directed to: First Citizens Banc Corp, 100 East Water Street, Sandusky, Ohio 44870, Attention: James E. McGookey, telephone number (419) 625-4121, email jemcgookey@fcza.com.

This prospectus is part of a registration statement on Form S-1 filed by us with the SEC under the Securities Act. As permitted by the SEC, this prospectus does not contain all the information in the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the complete registration statement, including exhibits, on Form S-1 that may be obtained as described above. Statements contained in this prospectus about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the contract or other document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual contract or other document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference the information that we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the following documents:

•

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012;

•

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;

•

the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013;

•

the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013;

•

the Company’s Current Reports on Form 8-K filed on January 4, 2013 (except with respect to information furnished under Item 2.02 therein), April 5, 2013 (except with respect to information furnished under Item 2.02 therein), April 18, 2013 (with respect to information filed under Item 5.07), June 19, 2013 (as amended on June 20, 2013) and October 4, 2013; and

•

the Company’s Definitive Proxy Statement related to its 2013 annual meeting of shareholders, as filed with the SEC on March 19, 2013.

Any statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus and a copy of any or all other contracts or documents which are referred to in this prospectus. Requests should be directed to: First Citizens Banc Corp, 100 East Water Street, Sandusky, Ohio 44870, Attention: James E. McGookey, telephone number (419) 625-4121, email jemcgookey@fcza.com. In addition, these filings are available on our website at www.fzca.com.

-ii-

SUMMARY

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the depositary shares. You should carefully read this entire prospectus, as well as the information incorporated by reference herein, before deciding whether to invest in the depositary shares. You should carefully consider the section entitled “Risk Factors” in this prospectus and the documents incorporated by reference herein to determine whether an investment in the depositary shares is appropriate for you.

The Company

First Citizens was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended. Through our subsidiary bank, The Citizens Banking Company (“Citizens” or the “Bank”), we are primarily engaged in the business of community banking, which accounts for substantially all of our revenue, operating income and assets. Citizens conducts a general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering Trust services. Citizens maintains its main office at 100 East Water Street, Sandusky, Ohio and operates branch banking offices in the following Ohio communities: Sandusky (2), Norwalk (2), Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby (3), Willard, Chatfield, Tiro, Greenwich, Plymouth, Shiloh, Akron, Dublin, Hilliard, Plain City, Russells Point, Urbana (2), West Liberty and Quincy.

At September 30, 2013, we had total consolidated assets of approximately $1.1 billion, total loans (net of allowance) of approximately $802.3 million, total deposits of approximately $942.5 million and total shareholders’ equity of approximately $102.9 million.

Our principal executive offices are located at 100 East Water Street, Sandusky, Ohio 44870, and our telephone number is (419) 625-4121. Our Internet address is www.fcza.com . The information on our website is not a part of or incorporated by reference in this prospectus.

Business and Strategy

Through organic growth and five acquisitions since 1990, First Citizens Banc Corp has transformed into a $1.1 billion financial services company operating in Central and North Central Ohio from a $201 million company as of December 31, 1989. Through Citizens, the Company provides community banking products and services to customers located in both urban and rural areas in its markets. We believe this model has resulted in a historically strong net interest margin and a loyal customer base, which we believe is reflected in our net interest margin of 3.77% at September 30, 2013 and our core deposits constituting 90.1% of total deposits at September 30, 2013.

Focus on Long-Term Customer Relationships. We focus on acquiring and retaining long-term customer relationships. We train and educate our commercial lending, select banking, cash management, and wealth management groups to work together as a cohesive, interactive unit designed to build and grow customer relationships. We focus on building multi-account customer relationships as opposed to “one off” transactions, which we believe is reflected in our loan growth during 2012 of approximately $31.0 million, net of the approximately $15.0 million a month in repayments. Our branch network is focused on taking care of our deposit customers and seeking out referral opportunities, with the goal of cementing a long-term relationship and providing us with low-cost funding and cross-sell opportunities to generate additional fee income. The results of these efforts can be seen in the percentage of total deposits represented by noninterest-bearing deposits (checking accounts), which increased from 15% of total deposits in 2008 to approximately 22% of total deposits at year end 2012. We have also seen growth in our wealth management department, which had over $440 million in assets under management at September 30, 2013.

-1-

Maintain Stability and Consistency. Our goal over the last five years has been to maintain stability and consistency in the core components of our earnings, which we consider net interest income, non-interest income and non-interest expenses. Given the recent challenging credit environment, the provision for loan losses has been the primary variable affecting our net income. In anticipation of an expected increase in market interest rates, we have avoided long-term rate commitments. We make pricing attractive to encourage borrowing at variable rates, we prefer fixed commercial commitments under five years, we sell long-term fixed rate mortgages, and we primarily invest in short-term investment securities. We regularly monitor and manage our interest rate risk and remain positioned to take advantage of an increase in rates. While this will likely result in short-term downward pressure on our interest margin, we believe this is currently more prudent than taking significant interest rate risk exposure.

Improving Credit Quality . During the recession, we added experienced personnel to service problem loans and work with our customers to restructure certain credits rather than foreclosing on the collateral. We are now seeing positive results from our efforts. Credit quality has improved, as evidenced by the reduction in our provision for loan losses by over $4.4 million for the first nine months of 2013, as compared to the same period in 2012. Our nonperforming assets have also declined for four successive quarters to approximately $30.4 million at September 30, 2013 from $41.1 million at September 30, 2012.

Diversify into More Urban Markets . As a result of the U.S. recession and economic changes in our Ohio markets over the last several years, we believe rural markets continue to provide strong core deposit opportunities, but often offer somewhat limited opportunities to generate significant loan growth. Alternatively, urban areas provide greater opportunities for loan growth, but often demand higher costs for deposits to fund the loans due to increased competition. Our geographic footprint in North and North Central Ohio has allowed us to develop a strategy of attracting low-cost deposits from loyal customers in our rural and legacy markets while deploying a substantial amount of these deposits into the urban communities surrounding our offices in and around Akron and Columbus, Ohio. As a result, we have been able to take advantage of the somewhat more robust economic recovery beginning to occur in these markets by converting our excess deposits into loans in these urban communities. This strategy has resulted in an increase of over $100 million in net loan growth in our Akron and Columbus markets since the end of 2010, with loans in these markets now representing over 40% of our commercial lending portfolio as of September 30, 2013. We believe that we are positioned to grow in similar urban markets in the near future.

Put the Right Teams in Place . As many banks scaled back their resources during the economic recession, we hired talented people with diverse experiences in order to be better positioned for the eventual economic recovery. Over the last three years, we increased the depth of our lending staff with seasoned lenders who we believe have the talent and the relationships to generate high quality loans and customer relationships. Along with the additional lending staff, we have strengthened our credit administration department to stringently evaluate and continually monitor our growth in newer markets. We have also invested in additional personnel in our wealth management, marketing and advertising departments.

Stay Positioned for Opportunities . We believe we are positioned for the long-term. We believe the team is in place to gather low-cost deposits and deploy those funds into loans. There is effective coordination among our staff to expand each customer relationship by offering additional services, including wealth management, to our customers. This coordination relies upon a support staff that we believe has the capacity to accommodate growth and expansion. We believe we are positioned to take advantage of consolidation in community banking that is beginning to occur as a result of the increased compliance burdens affecting smaller banks related to regulations implemented over the last several years.

-2-

Results of Operations for the Nine Months Ended September 30, 2013

The following is a summary of the Company’s consolidated results of operations for the nine months ended September 30, 2013, compared to the same period in 2012. For a complete discussion of the Company’s results of operations for the three- and nine-month periods ended September 30, 2013, you should refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which is incorporated by reference in this prospectus. See “Where You Can Find More Information.”

The Company had net income of approximately $5.14 million for the nine months ended September 30, 2013, an increase of approximately $1.52 million from net income of approximately $3.61 million for the same nine months of 2012. Basic and diluted earnings per common share were $0.55 for the nine months of 2013, compared to $0.35 for the same period in 2012. The primary reasons for the changes in net income are explained below.

Net interest income for the nine months ended September 30, 2013 was approximately $29.68 million, a decrease of approximately $0.94 million from approximately $30.62 million in the same nine months of 2012. Net interest income, the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the most significant component of the Company’s earnings. Net interest income is affected by changes in volume, rates and composition of interest-earning assets, such as loans, and interest-bearing liabilities, such as deposits. Total interest income for the nine months ended September 30, 2013 was approximately $33.44 million, a decrease of approximately $1.97 million from approximately $35.41 million in the same nine months of 2012. The decrease in interest income was primarily due to a decrease in yield of 41 basis points, partially offset by an increase of approximately $44.58 million in average earning assets. Total interest expense for the nine months ended September 30, 2013 was approximately $3.75 million, a decrease of approximately $1.03 million from approximately $4.78 million in the same nine months of 2012. The Company’s interest bearing liabilities increased by approximately $9.08 million; however, the mix in the type of interest bearing liabilities shifted to lower cost non-maturity deposits from CDs. This provided a decrease in cost of 17 basis points compared to the same period in 2012. The Company’s net interest margin for the nine months ended September 30, 2013 and 2012 was 3.77% and 4.02%, respectively.

Non-interest income for the nine months ended September 30, 2013 was approximately $9.12 million, an increase of approximately $0.66 million or 7.8 percent from approximately $8.46 million for the same period of 2012. The increase in non-interest income is primarily due to increases in trust fee income of approximately $0.37 million, ATM fee income of approximately $0.17 million and other non-interest income of approximately $0.22 million, partially offset by a decrease in service charge fee income of approximately $0.12 million. The increase in trust fee income was due to an increase in assets under management and the increase in ATM fee income was due to an increase in transaction volume. The decrease in service charge fee income was due to a decrease in overdraft income.

Non-interest expense for the nine months ended September 30, 2013 was approximately $31.29 million, an increase of approximately $2.42 million, from approximately $28.87 million reported for the same period of 2012. The increase is primarily due to an increase in salary and benefits of approximately $1.24 million and an increase in professional service costs of approximately $0.22 million as compared to the same period of 2012. The increase in salary and benefits is due to an increase in staffing as well as increases in health insurance costs.

Income tax expense for the nine months ended September 30, 2013 totaled approximately $1.27 million, up approximately $0.25 million or 23.8% compared to the same period in 2012. The increase in the federal income tax expense is mainly a result of an increase in taxable income. The effective tax rates for the nine-month periods ended September 30, 2013 and 2012 were 19.9% and 22.2%, respectively.

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Recent Developments

Anticipated Repurchase of Our Series A Preferred Shares. On January 23, 2009, we issued and sold to the U.S. Treasury 23,184 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value (the “Series A Preferred Shares”) in conjunction with our participation in the Troubled Asset Relief Program (TARP). The Series A Preferred Shares have a liquidation preference amount of $1,000 per share and no maturity date. We issued the Series A Preferred Shares to the U.S. Treasury for an aggregate purchase price of $23.2 million in a private placement exempt from the registration requirements of the Securities Act. The Series A Preferred Shares qualify as Tier 1 capital for regulatory purposes. On July 3, 2012, the U.S. Treasury completed the sale of all 23,184 Series A Preferred Shares to various investors pursuant to a modified “Dutch auction” process. Certain directors of the Company purchased Series A Preferred Shares from the U.S. Treasury in the July 2012 auction. Information regarding the beneficial ownership of the Company’s Series A Preferred Shares by directors of the Company is set forth in the section captioned “Related Party Transactions” beginning on page 44 of this prospectus.

Following the completion of this offering, we intend to repurchase all 23,184 of our outstanding Series A Preferred Shares. The terms the Series A Preferred Shares permit us to redeem the Series A Preferred Shares at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per share of Series A Preferred Shares, plus any accrued and unpaid dividends to but excluding the date of redemption. We have advised our primary federal banking regulator, the Federal Reserve, that we intend to use the net proceeds from this offering, as well as existing cash resources, if necessary, to fund the redemption of the Series A Preferred Shares. Subject to our receipt of approval of the redemption of the Series A Preferred Shares from the Federal Reserve, we intend to complete the redemption of the Series A Preferred Shares promptly following the completion of the sale of the depositary shares in this offering and prior to the increase in the dividend rate on the Series A Preferred Shares from 5% to 9% per annum on February 14, 2014. To exercise the redemption right described above, we must give notice of the redemption to the holders of record of the Series A Preferred Shares not less than 30 days and not more than 60 days before the date of redemption.

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THE OFFERING

Issuer

First Citizens Banc Corp.

Securities offered

1,000,000 depositary shares, each representing a 1/40th ownership interest in a Series B Preferred Share with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). We must sell a minimum of 800,000 depositary shares to complete the offering. Each holder of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a Series B Preferred Share represented by such depositary share, to all of the rights, preferences and privileges of the Series B Preferred Shares represented thereby (including dividend, voting, redemption, conversion and liquidation rights).

Price per depositary share

$25.00.

Dividends

6.50% per annum of the liquidation preference, which is initially equivalent to $1.625 per year and $0.406 per quarter per depositary share.

Dividends are noncumulative and are payable if, when and as declared by our board of directors. As a result, if no dividend is declared by our board of directors on the Series B Preferred Shares for a quarterly dividend period, holders of depositary shares will have no right to receive a dividend for that period. See “Description of the Series B Preferred Shares — Dividend Rights” beginning on page 45 of this prospectus.

Dividend payment dates

Dividends are payable quarterly, when, as and if declared by our board of directors, on March 15, June 15, September 15 and December 15 of each year (or if such day is not a business day, the next business day), 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.

Dividend stopper

Dividends may not be paid on our common shares or any other capital security which ranks junior to the Series B Preferred Shares for any prior dividend period for which a dividend has been declared but not paid in full until full dividends with respect to the Series B Preferred Shares (and, therefore, the depositary shares) for such dividend periods and the then-current dividend period have been paid or set apart for payment; provided that the payment of such dividends for prior dividend periods has been approved by the Federal Reserve. See “Description of the Series B Preferred Shares — Dividend Rights” beginning on page 45 of this prospectus.

Redemption

The Series B Preferred Shares are redeemable at our option at any time, in whole or in part, after the sixth anniversary of the issue date of the Series B Preferred Shares, at $1,000 per Series B Preferred

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Share (equivalent to $25.00 per depositary share), plus declared and unpaid dividends, if any, for the prior and the then-current dividend periods; provided that the payment of such dividends for the prior dividend periods has been approved by the Federal Reserve. See “Description of the Series B Preferred Shares — Optional Redemption” beginning on page 55 of this prospectus.

Liquidation rights

In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders of Series B Preferred Shares are entitled to receive a liquidating distribution of $1,000 per share (equivalent to $25.00 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends, before we make any distribution of assets to the holders of our common shares or any other class or series of junior shares. Distributions will be made only to the extent of our assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series B Preferred Shares and pro rata as to the Series B Preferred Shares and any other shares of our stock ranking equally as to such distribution. Holders of Series B Preferred Shares (and, therefore, holders of depositary shares) will not be entitled to any other amounts from us after they have received their full liquidating distribution. See “Description of the Series B Preferred Shares — Liquidation Preference” beginning on page 47 of this prospectus.

Ranking

The Series B Preferred Shares (and, therefore, the depositary shares) will be, with respect to dividends and upon liquidation, dissolution or winding-up: (i) junior to all our existing and future debt obligations; (ii) junior to each class of capital stock or series of preferred shares, the terms of which expressly provide that it ranks senior to the Series B Preferred Shares; (iii) on parity with each other class of our capital stock or series of preferred shares, the terms of which expressly provide that it ranks on parity with the Series B Preferred Shares; and (iv) senior to all classes of our common shares or series of preferred shares, the terms of which do not expressly provide that it ranks senior to or on parity with the Series B Preferred Shares. See “Description of the Series B Preferred Shares — Liquidation Preference” beginning on page 47 of this prospectus.

Voting rights

Except as otherwise required by Ohio law and as set forth herein, a holder of Series B Preferred Shares (and, therefore, a holder of depositary shares) will have no voting rights. The consent of the holders of at least two-thirds (2/3) of the Series B Preferred Shares (and, therefore, the depositary shares), voting as a class, is required to (i) amend, alter or repeal any provision of our Articles of Incorporation, as amended (the “Articles”) or the certificate of designation under which the Series B Preferred Shares have been created in a manner that would materially and adversely affect the rights, preferences, powers or privileges of the Series B Preferred Shares, (ii) create, authorize, issue or increase the authorized or issued

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amount of any class or series of our equity securities that is senior to or on parity with the Series B Preferred Shares as to dividend rights, or rights upon our liquidation, dissolution or winding-up or (iii) enter into or consummate certain reclassifications of our common shares or certain business combinations. See “Description of the Series B Preferred Shares — Voting Rights” beginning on page 54 of this prospectus.

The consent of the holders of the Series B Preferred Shares (and, therefore, the holders of depositary shares) will not be required in connection with (i) the increase in the amount of authorized number of Series B Preferred Shares; (ii) the issuance of additional Series B Preferred Shares; or (iii) the increase, authorization or issuance of equity securities which are on parity with the Series B Preferred Shares as to dividend rights, or rights upon liquidation, dissolution or winding up, unless such equity securities have cumulative dividend rights.

No maturity

The Series B Preferred Shares do not have any maturity date, and we are not required to redeem the Series B Preferred Shares. Accordingly, the Series B Preferred Shares will remain outstanding indefinitely, unless and until we decide to redeem them and we receive prior approval of the Federal Reserve to do so.

Conversion right

Each Series B Preferred Share, at the option of the holder, is convertible at any time into the number of our common shares equal to $1,000 divided by the conversion price then in effect, which initially will be $7.82. Accordingly, each depositary share is convertible at your option into the number of our common shares equal to $25.00 divided by the conversion price then in effect (initially $7.82). The initial conversion price of $7.82 is equivalent to a 19.4% premium over $6.55 per common share, the last reported sale price of our common shares on October 31, 2013. Except as otherwise provided, the Series B Preferred Shares (and, therefore, the depositary shares) will only be convertible into our common shares. Cash will be paid in lieu of issuing any fractional share interest.

This conversion price is also subject to anti-dilution adjustments upon the occurrence of certain events. See “Description of the Series B Preferred Shares — Adjustments to the Conversion Price” beginning on page 50 of this prospectus.

All of the depositary shares we are selling in this offering and the common shares issued upon any conversion of the depositary shares will be freely tradeable without restriction under the Securities Act, except for shares purchased by our “affiliates.” See “Description of the Series B Preferred Shares — Conversion Rights” beginning on page 47 of this prospectus.

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Mandatory conversion at our option

On or after the sixth anniversary of the issue date of the Series B Preferred Shares, we may, at our option, require holders of the Series B Preferred Shares (and, therefore, the depositary shares) to convert each Series B Preferred Share into the number of our common shares equal to the quotient achieved when $1,000 is divided by the conversion price then in effect, which initially will be $7.82. Accordingly, each depositary share will be convertible into the number of our common shares equal to $25.00 divided by the conversion price then in effect (initially $7.82). 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 declared and paid full dividends on the Series B Preferred Shares (and, therefore, the depositary shares) for four consecutive quarters prior to the issuance of the press release. See “Description of the Series B Preferred Shares — Mandatory Conversion at Our Option” beginning on page 49 of this prospectus.

Material U.S. federal income tax consequences

Material U.S. federal income tax consequences relevant to the acquisition, ownership and disposition of the depositary shares and common shares issued upon conversion are described in “Material U.S. Federal Income Tax Consequences” beginning on page 69 of this prospectus. Prospective investors should consult their own tax advisors regarding the tax consequences of acquiring, holding and disposing of the depositary shares and common shares issued upon conversion in light of current tax laws, their particular personal investment circumstances and the application of state, local and other tax laws.

Purchase priorities and limitations

Persons who may purchase depositary shares in the shareholder offering

Each shareholder of the Company who is a beneficial owner of our common shares will be given the opportunity to purchase, subject to the overall purchase limitations, up to the lesser of:

(1)

160,000 depositary shares ($4,000,000), or

(2)

the amount of depositary shares, assuming conversion of such depositary shares into our common shares, whereby the purchaser’s 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 minimum number of depositary shares you may purchase in the offering is 40 depositary shares.

If there are not sufficient depositary shares available to satisfy all subscriptions in the shareholder offering, shares will first be allocated so as to permit each shareholder subscriber to purchase a number of

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depositary shares sufficient to make his or her total allocation equal to the lesser of (i) 4,000 depositary shares ($100,000) or (ii) the number of depositary shares for which he or she subscribed. Thereafter, unallocated depositary shares will be allocated to each shareholder subscriber whose subscription remains unsatisfied on a pro rata basis. See “Description of the Offering.”

Persons who may purchase depositary shares in the customer and community offerings

To the extent that depositary shares remain available for purchase after satisfaction of all subscriptions in the shareholder offering, we may offer depositary shares to customers of Citizens and to residents of the local communities we serve. For purposes of qualification to participate in the community offering, “community” or “local community” is defined as the Ohio counties of Champaign, Crawford, Erie, Franklin, Huron, Logan, Madison, Ottawa, Richland, and Summit.

The same purchase limitations and pro rata allocations that apply in the shareholder offering apply to purchases in the customer/community offerings. See “Description of the Offering.”

Persons who may purchase depositary shares in the syndicated offering

To the extent that depositary shares remain available for purchase after satisfaction of all subscriptions in the shareholder and customer/community offerings, we may offer depositary shares to interested investors without regard to the investor’s status as either an existing shareholder of the Company or customer of Citizens, and without regard to the investor’s place of residence in a syndicated offering in a manner that will achieve a widespread distribution of our depositary shares to the general public. If a syndicated offering is held, Keefe, Bruyette & Woods, Inc. will serve as sole placement agent and will assist us in selling our depositary shares on a best efforts basis.

The same purchase limitations that apply in the shareholder offering apply to purchases in the syndicated offering. See “Description of the Offering.”

Purchasing depositary shares in the offering

The shareholder, customer and community offerings are expected to be conducted concurrently. The syndicated offering, if any, may be conducted concurrently with the shareholder, customer and community offering or as soon as practicable following the expiration of the shareholder, customer and community offering.

In the shareholder and customer/community offerings, you may subscribe for depositary shares by delivering a signed and completed subscription order form, together with full payment payable to “U.S. Bank/FCZA — Escrow Account”; provided that the order form is received before 12:00 noon, Eastern Time, on December 4, 2013, unless the expiration date of the offering is extended. Delivery of your order may be made by mail using the order reply envelope provided, by overnight delivery to the indicated address at the top of the order form, or by hand-delivery to the Company’s executive

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offices located at 100 East Water Street, Sandusky, Ohio 44870. Order forms may not be delivered to any of the Company’s or Citizens’ other offices. Please do not mail order forms to the Company or any of our bank branches.

Orders in the syndicated offering will be submitted in substantially the same manner as utilized in the shareholder and customer/community offerings. Payments in the syndicated offering, however, must be made in immediately available funds (bank checks, money orders, or wire transfers). Personal checks will not be accepted. If the closing of the offering does not occur for any reason, the funds will be promptly returned without interest. For a complete description of how to purchase depositary shares in the offering, see “Description of the Offering.”

Use of proceeds

We estimate that the net proceeds to us from the sale of the maximum number of depositary shares that we may sell in this offering will be approximately $23.45 million after deducting estimated underwriting commissions and estimated offering expenses. We intend to use the net proceeds of the sale of the depositary shares to redeem all of our outstanding Fixed Rate Cumulative Perpetual Preferred Shares, Series A (the “Series A Preferred Shares”), which we originally issued and sold to the U.S. Treasury on January 23, 2009 in conjunction with our participation in TARP, and which were subsequently sold by the U.S. Treasury by public auction on July 3, 2012. We expect to use the remainder of the net proceeds, if any, from the sale of our depositary shares for general corporate purposes. See “Use of Proceeds” beginning on page 27 of this prospectus.

Risk factors

You should read this prospectus carefully before you invest. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors,” beginning on page 13 of this prospectus and in the documents we file with the Securities and Exchange Commission that are incorporated in this prospectus by reference for certain risks and uncertainties you should consider.

Listing

Form

The depositary shares will be issued and maintained in book-entry form, except under limited circumstances. See “Description of the Depositary Shares — Book-Entry Issuance” beginning on page 59 of this prospectus.

Depositary, transfer agent and registrar

Illinois Stock Transfer Company

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following table shows summarized historical consolidated financial data for the Company as of and for the nine months ended September 30, 2013 and 2012, and as of and for the years ended December 31, 2008 through 2012. Our summary consolidated financial data presented below as of December 31, 2012 and for each of the years in the five-year period ended December 31, 2012, are derived from our audited financial statements and related notes. The audited financial statements and related notes for the years ended December 31, 2012 and 2011 are incorporated by reference in this prospectus. Our summary consolidated financial data for the nine months ended September 30, 2013 and 2012 are derived from our unaudited interim consolidated financial statements incorporated by reference in this prospectus. In the opinion of our management, such data contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly our financial position and results of operations for such periods in accordance with generally accepted accounting principles. Our results for the nine months ended September 30, 2013 are not necessarily indicative of our results of operations that may be expected for any future period. You should read the following table in conjunction with the consolidated financial statements, related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and in our Annual Report on Form 10-K for the year ended December 31, 2012, and the other information included in or incorporated by reference into this prospectus.

Five-Year Selected Consolidated Financial Data

(Dollars in thousands, except per share data)


	Nine months ended September 30,				Year ended December 31,
	2013		2012		2012		2011			2010			2009			2008
	(unaudited)
Statements of Income:
Total interest income	$	33,438	$	35,405	$	46,762	$	48,861		$	51,925		$	55,191		$	62,267
Total interest expense		3,754		4,786		6,184		7,500			10,464			14,918			21,780

Net interest income		29,684		30,619		40,578		41,361			41,461			40,273			40,487
Provision for loan loss		1,100		5,565		6,400		9,800			17,940			13,323			8,207

Net interest income after provision for loan loss		28,584		25,054		34,178		31,561			23,521			26,950			32,280

Investment security gain (loss)		138		40		40		(8	)		212			75			193
Other noninterest income		8,985		8,420		11,042		10,450			9,269			9,558			9,463

Total non-interest income		9,123		8,460		11,082		10,442			9,481			9,633			9,656

Goodwill impairment		—		—		—		—			—			—			43,291
Other noninterest expense		31,297		28,872		37,956		37,198			36,101			35,165			36,254

Total noninterest expense		31,297		28,872		37,956		37,198			36,101			35,165			79,545

Income (loss) before federal income tax (benefit)		6,410		4,642		7,304		4,805			(3,099	)		1,418			(37,609	)
Federal income tax (benefit)		1,274		1.029		1,725		847			(1,831	)		(237	)		1,369

Net income (loss)	$	5,136	$	3,613	$	5,579	$	3,958		$	(1,268	)	$	1,655		$	(38,978	)

Preferred stock dividends and discount accretion		869		903		1,193		1,176			1,176			955			—
Net income (loss) available to common shareholders	$	4,267	$	2,710	$	4,386	$	2,782		$	(2,444	)	$	700		$	(38,978	)

Per Common Share:
Earnings available to common shareholders (basic and diluted)	$	0.55	$	0.35	$	0.57	$	0.36		$	(0.32	)	$	0.09		$	(5.06	)
Dividends paid		0.11		0.09		0.12		0.03			—			0.25			0.91
Book value		10.34		10.60		10.48		10.30			9.58			9.82			9.94

Average Common Shares Outstanding:
Basic		7,707,917		7,707,917		7,707,917		7,707,917			7,707,917			7,707,917			7,707,917
Diluted		7,707,917		7,707,917		7,707,917		7,707,917			7,707,917			7,707,917			7,707,917

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	Nine months ended September 30,						Year ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(unaudited)

Period-end Balances:
Loans, net	$	802,274		$	781,183		$	795,811		$	764,011		$	745,555		$	775,547		$	787,789
Securities		215,789			225,917			219,528			220,021			200,296			222,674			167,159
Total assets		1,147,787			1,121,875			1,136,971			1,112,977			1,100,622			1,102,812			1,053,611
Deposits		942,458			915,237			926,389			901,246			892,463			856,102			809,921
Borrowings		87,972			90,222			92,907			98,751			103,604			139,105			155,038
Shareholders’ equity		102,916			104,895			103,980			102,528			96,950			98,797			76,617

Average Balances:
Loans, net	$	794,141		$	752,888		$	759,105		$	741,383		$	765,821		$	777,825		$	791,298
Securities		217,078			224,477			224,566			216,549			212,038			197,826			163,054
Total assets		1,173,233			1,123,826			1,127,989			1,124,553			1,121,105			1,102,779			1,099,943
Deposits		965,556			908,247			914,851			910,315			892,773			863,488			808,646
Borrowings		89,758			97,574			96,895			105,993			117,280			127,793			162,400
Shareholders’ equity		103,493			103,789			104,114			99,848			99,648			98,454			123,468

Selected Ratios and Other Data:

Performance Ratios:

Return on average total assets		0.59	%		0.43	%		0.49	%		0.35	%		(0.11	)%		0.15	%		(3.54	)%
Return on average shareholders’ equity		6.64			4.65			5.36			3.96			(1.27	)		1.68			(31.57	)
Net interest rate spread		3.62			3.86			3.72			3.73			3.73			3.63			3.85
Net interest margin		3.77			4.02			3.89			3.91			3.94			3.91			4.18
Efficiency ratio (1)		80.65			73.88			73.47			71.81			70.87			70.46			72.30
Noninterest expense to average total assets		3.57			3.43			3.36			3.31			3.22			3.19			7.23
Total loans to total deposits		86.96			87.70			88.04			87.13			85.98			92.37			98.36

Asset Quality Ratios:

Nonperforming assets to total assets		2.65	%		3.66	%		3.31	%		3.39	%		2.95	%		3.27	%		1.97	%
Nonperforming loans to total loans		3.69			5.06			4.55			4.59			3.89			4.22			2.40
Total classified assets to total assets		3.38			5.35			4.80			6.39			7.04			6.22			5.28
Allowance for loan losses to nonperforming loans		57.27			52.92			53.21			58.96			72.84			45.79			46.36
Allowance for loan losses as a percent of total period-end loans		2.11			2.68			2.42			2.71			2.84			1.93			1.11
Net loan charge-offs as a percent of average total loans		0.44			0.69			1.01			1.35			1.46			0.87			0.84

Capital Ratios:

Average shareholders’ equity as a percent of average total assets		8.82	%		9.24	%		9.23	%		8.88	%		8.89	%		8.93	%		11.22	%
Shareholders’ equity as a percent of total period-end assets		8.97			9.35			9.15			9.21			8.81			8.96			7.27
Total capital to risk-weighted assets		14.66			15.00			14.84			14.99			15.07			14.25			11.27
Tier 1 capital to risk-weighted assets		13.26			13.33			13.25			13.20			13.78			12.98			7.91
Tier 1 capital to average assets		9.55			9.43			9.34			9.17			9.30			9.62			5.80
Tangible common equity to tangible assets		4.94			5.16			5.03			4.93			4.36			4.41			4.60

Other Data:

Number of full service offices		27			27			27			27			27			27			28
Full time equivalent employees		314.4			311.9			306.8			300.1			290.1			283.1			300.0

(1)	Efficiency ratio for 2008 does not include goodwill impairment expense of $43.29 million.

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RISK FACTORS

An investment in the depositary shares is subject to risks inherent in our business and risks relating to the Series B Preferred Shares. The material risks and uncertainties that management believes affect your investment in the depositary shares are described below and in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 incorporated by reference herein. Before making an investment decision, you should carefully consider the risks and uncertainties described below and in the information included or incorporated by reference in this prospectus. If any of these risks or uncertainties are realized, our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects, as well as our ability to pay dividends on the Series B Preferred Shares (and, therefore, the depositary shares), could be materially and adversely affected. We refer to any effect contemplated in the preceding sentence, collectively, as a “material adverse effect on us” or comparable text.

Risk Factors Related to Our Business

Our business has been and may continue to be adversely affected by conditions in the financial markets and economic conditions both nationally and in our market areas. Our business is concentrated in, and dependent upon the prosperity of, North and North Central Ohio, and any continued weakness or prolonged recovery in the economies of these communities could result in a deterioration in credit quality.

Our success depends to a significant extent upon local and national economic and political conditions, as well as governmental fiscal and monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, money supply and other factors beyond our control can adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings and our capital. Moreover, our lending and deposit gathering activities are concentrated in Central and North Central Ohio, with approximately 74.6% of our loan portfolio and approximately 79.2% of our deposits concentrated in a six county region in North Central Ohio and approximately 25.4% of our loan portfolio and approximately 20.8% of our deposits concentrated in a four county region in Central Ohio. Our success depends on the general economic conditions of these areas, particularly given that a significant portion of our lending relates to real estate located in these regions. Real estate values in these Ohio communities have been negatively impacted by the recent economic crisis. During the last several years, the U.S. economy has been marked by sluggish labor market improvements, limited GDP growth, low inflation, and, only recently, upward movement in housing prices, as well as uncertainty related to U.S. and European fiscal issues, political climates and global economic conditions. Continued uncertainty, sustained high unemployment, volatility or disruptions of global financial markets, or prolonged deterioration in global, national or local business or economic conditions could result in, among other things, a deterioration of credit quality, further impairment of real estate values, a decrease in the demand for our loans and other products and services, a further impairment of certain intangible assets, such as goodwill, and an increase in the number of clients who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us. An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level of nonperforming assets, net charge-offs, an increase in our provision for loan losses, and valuation adjustments on loans held for sale, which could have a material adverse effect on our financial condition, results of operations and cash flows.

A substantial amount of our loan portfolio consists of residential and commercial real estate loans. Sustained weakness or deterioration in the real estate market could cause increases in delinquencies and non-performing assets, including additional loan charge-offs, and could depress our income, earnings and capital.

At September 30, 2013, approximately 29.8% and 52.7%, respectively, of our loan portfolio was comprised of residential and commercial real estate loans. The volume and credit quality of these loans has been volatile in the last several years. The commercial and residential real estate markets continue to experience challenges in our markets. Economic factors both nationally and in the communities we serve have and may continue to cause deterioration to the value of real estate Citizens uses to secure its loans. Continued weakness in the economy or a

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prolonged recovery, deterioration of our real estate portfolio, a decrease in real estate values, an increase in unemployment, decreased or nonexistent housing price appreciation or increases in interest rates could reduce our earnings and consequently our financial condition because borrowers may not be able to repay their loans. The value of the collateral securing our loans and the quality of our loan portfolio may decline and customers may not want or need our products and services.

Any of these scenarios could cause us to make fewer loans, increase delinquencies and non-performing assets, require us to charge off a higher percentage of our loans or result in additional increases to our provision for loan losses in future periods, which could adversely affect our business, financial condition and results of operations.

We may be unable to manage interest rate risks, which could reduce our net interest income.

Our results of operations are affected principally by net interest income, which is the difference between interest earned on loans and investments and interest expense paid on deposits and other borrowings. The spread between the yield on our interest-earning assets and our overall cost of funds has been compressed in the recent low interest rate environment, and our net interest income may continue to be adversely impacted by an extended period of continued low rates. We cannot predict or control changes in interest rates. National, regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, affect the movement of interest rates and our interest income and interest expense. If the interest rates paid on deposits and other borrowed funds increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowed funds.

In addition, certain assets and liabilities may react in different degrees to changes in market interest rates. For example, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while interest rates on other types may lag behind. Some of our assets, such as adjustable rate mortgages, have features that restrict changes in their interest rates, including rate caps.

Interest rates are highly sensitive to many factors that are beyond our control. Some of these factors include:

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inflation;

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recession;

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unemployment;

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money supply;

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international disorders; and

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instability in domestic and foreign financial markets.

Changes in interest rates may affect the level of voluntary prepayments on our loans and may also affect the level of financing or refinancing by customers. We believe that the impact on our cost of funds from a rise in interest rates will depend on a number of factors, including but not limited to, the competitive environment in the banking sector for deposit pricing, opportunities for clients to invest in other markets such as fixed income and equity markets, and the propensity of customers to invest in their businesses. The effect on our net interest income from an increase in interest rates will ultimately depend on the extent to which the aggregate impact of loan re-pricings exceeds the impact of increases in our cost of funds.

Our allowance for loan losses may prove to be insufficient to absorb potential losses in our loan portfolio.

We maintain an allowance for loan losses that we believe is a reasonable estimate of known and inherent losses within the loan portfolio. We make various assumptions and judgments about the collectability of our loan

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portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, the credit quality of the loan portfolio, the collateral supporting the loans and the performance of customers relative to their financial obligations with us. However, every loan we make carries a risk of non-payment. This risk is affected by, among other things, cash flow of the borrower and/or the project being financed, changes and uncertainties as to the future value of the collateral securing such loan, the credit history of the particular borrower, changes in economic and industry conditions, and the duration of the loan.

The amount of future losses is also susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and these losses may exceed current estimates. We cannot fully predict the amount or timing of losses or whether the allowance for loan losses will be adequate in the future. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance, which would adversely affect our earnings. Excessive loan losses and significant additions to our allowance for loan losses could have a material adverse impact on our financial condition and results of operations.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial condition and results of operations.

We are a holding company and depend on our subsidiary bank for dividends.

As a financial holding company, we are a legal entity separate and distinct from our subsidiaries and affiliates. Our principal source of funds to support our operations, pay dividends on our common and preferred shares and service our debt is dividends from our subsidiary bank, Citizens. In the event that Citizens is unable to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common or preferred shares, including the Series B Preferred Shares (and, therefore, the depositary shares). Accordingly, our inability to receive dividends from Citizens could also have a material adverse effect on our business, financial condition and results of operations.

Various federal and state statutory provisions and regulations limit the amount of dividends that Citizens may pay to us without regulatory approval. Generally, subject to certain minimum capital requirements, Citizens may declare a dividend without the approval of the State of Ohio Division of Financial Institutions so long as the total amount of the dividends in a calendar year does not exceed Citizens’ total net income for that year combined with its retained net income for the two preceding years. In addition, the Federal Reserve has issued policy statements that provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Thus, the ability of Citizens to pay dividends in the future is currently influenced, and could be further influenced, by bank regulatory policies and capital guidelines and may restrict our ability to declare and pay dividends on or common or preferred shares. See “Business — Supervision and Regulation” beginning on page 36 of this prospectus.

Legislative or regulatory changes or actions could adversely impact our business.

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. These laws and regulations are primarily intended for the protection of consumers, depositors, borrowers and the deposit insurance fund, not to benefit our shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact us, possibly limiting the services we provide, increasing the ability of non-banks

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to compete with us or requiring us to change the way we operate. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for loan losses. Failure to comply with applicable laws, regulations and policies could result in sanctions being imposed by the regulatory agencies, including the imposition of civil money penalties, which could have a material adverse effect on our operations and financial condition.

In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the regulation of the financial services industry. In the last several years, Congress and the federal bank regulators have acted on an unprecedented scale in responding to the stresses experienced in the global financial markets. Some of the laws enacted by Congress and regulations promulgated by federal bank regulators subject us and other financial institutions to additional restrictions, oversight and costs that may have an adverse impact on our business and results of operations. In addition to laws, regulations and supervisory and enforcement actions directed at the operations of banks, proposals to reform the housing finance market contemplate winding down Fannie Mae and Freddie Mac, which could negatively affect our sales of loans.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law on July 21, 2010 and, although it became generally effective in July 2010, many of its provisions have extended implementation periods and delayed effective dates and have and will continue to require extensive rulemaking by regulatory authorities. In addition, we may be subjected to higher deposit insurance premiums to the FDIC. We may also be subject to additional regulations under the newly established Consumer Financial Protection Bureau, which was given broad authority to implement new consumer protection regulations. These and other provisions of the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, may place significant additional costs on us, impede our growth opportunities and place us at a competitive disadvantage.

In July 2013, our primary federal regulator, the Federal Reserve, published final rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The implementation of the final rules will lead to higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. In addition, in order to avoid limitations on capital distributions, such as dividend payments and certain bonus payments to executive officers, the rules require insured financial institutions to hold a capital conservation buffer of common equity tier 1 capital above the minimum risk-based capital requirements. The capital conservation buffer will be phased in over time, becoming effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. The rules will also revise the regulatory agencies’ prompt corrective action framework by incorporating the new regulatory capital minimums and updating the definition of common equity. The rules will not begin to phase in until January 1, 2014 for larger institutions and January 1, 2015 for smaller, less complex banking organizations such as the Company, and will be fully phased in by January 1, 2019. Until the rules are fully phased in, we cannot predict the ultimate impact it will have upon the financial condition or results of operations of the Company.

We may elect or need to raise additional capital in the future, but capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In addition, federal banking agencies have recently finalized extensive changes to their capital requirements, including the adoption of the final “Basel III” rules as discussed above, which will result in higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. The final impact on us is unknown at this time, but may require us to raise additional capital in the future. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and are based on our financial performance.

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Accordingly, we cannot be assured of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

Strong competition within our market area may reduce our ability to attract and retain deposits and originate loans.

We face competition both in originating loans and in attracting deposits within our market area, which includes Central and North Central Ohio. We compete for clients by offering personal service and competitive rates on our loans and deposit products. The type of institutions we compete with include large regional financial institutions, community banks, thrifts and credit unions operating within our market areas. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies and direct mutual funds. As a result of their size and ability to achieve economies of scale, certain of our competitors offer a broader range of products and services than we offer. We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. In addition, to stay competitive in our markets we may need to adjust the interest rates on our products to match the rates offered by our competitors, which could adversely affect our net interest margin. As a result, our profitability depends upon our continued ability to successfully compete in our market areas while achieving our investment objectives.

We rely heavily on our management team, and the unexpected loss of key management may adversely affect our operations.

Our success to date has been strongly influenced by our ability to attract and to retain senior management experienced in banking in the markets we serve. Our ability to retain executive officers and the current management team will continue to be important to successful implementation of our strategies. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.

Deposit insurance premiums may increase and have a negative effect on our results of operations.

The Deposit Insurance Fund (the “DIF”) maintained by the FDIC to resolve bank failures is funded by fees assessed on insured depository institutions. The costs of resolving bank failures has increased during the last few years and decreased the DIF. The FDIC collected a special assessment in 2009 to replenish the DIF and also required a prepayment of an estimated amount of future deposit insurance premiums. If the costs of future bank failures increase, the deposit insurance premiums required to be paid by Citizens may also increase.

Changes in tax laws could adversely affect our performance.

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

We need to constantly update our technology in order to compete and meet customer demands.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and may enable us to reduce costs. Our future success will

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depend, in part, on our ability to use current technology to provide products and services that provide convenience to customers and to create additional efficiencies in our operations. Some of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Our information systems may experience an interruption or security breach.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability.

We may be the subject of litigation which could result in legal liability and damage to our business and reputation.

From time to time, we may be subject to claims or legal action from customers, employees or others. Financial institutions like First Citizens and Citizens are facing a growing number of significant class actions, including those based on the manner of calculation of interest on loans and the assessment of overdraft fees. Future litigation could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We are also involved from time to time in other reviews, investigations and proceedings (both formal and informal) by governmental and other agencies regarding our business. These matters also could result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Like other large financial institutions, we are also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. Substantial legal liability or significant regulatory action against us could materially adversely affect our business, financial condition or results of operations and/or cause significant reputational harm to our business.

We depend upon the accuracy and completeness of information about customers and other parties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and other parties, including financial statements and other financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with accounting principles generally accepted in the United States and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We may also rely on the audit report covering those financial statements. Our financial condition and results of operations could be negatively impacted to the extent we rely on financial statements that do not comply with generally accepted accounting principles or that are materially misleading, or on other financial information that is inaccurate or incomplete.

Risk Factors Related to the Depositary Shares and the Series B Preferred Shares

The Series B Preferred Shares (and, therefore, the depositary shares) are equity and are subordinated to all of our existing and future indebtedness.

The Series B Preferred Shares (and, therefore, the depositary shares) are equity interests in the Company and do not constitute indebtedness. As such, the depositary shares, which represent fractional interests in the Series B Preferred Shares, rank junior to all existing and future indebtedness and other non-equity claims on the

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Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of perpetual preferred stock like the Series B Preferred Shares, there is no stated maturity date (although the Series B Preferred Shares and, therefore, the depositary shares are subject to redemption at our option) and dividends are payable only if, when and as authorized and declared by our board of directors in its sole discretion and depend on, among other matters, our historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors our board of directors deems relevant at the time.

At September 30, 2013, the Company had outstanding $29.4 million of subordinated debentures which were issued to trusts formed by the Company for the purpose of issuing trust preferred securities. If (i) there has occurred and is continuing an event of default under the subordinated debentures or the subordinated notes or (ii) the Company has given notice of its election to defer payments of interest on the subordinated debentures or such a deferral has commenced and is continuing, then the Company, and in certain cases its affiliates, may not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its, and in certain cases its affiliates’, capital stock (including the Series B Preferred Shares and, therefore, the depositary shares).

In addition, the terms of the Series B Preferred Shares do not limit the amount of debt or other obligations we or our subsidiaries may incur in the future. Accordingly, we and our subsidiaries may incur substantial amounts of additional debt and other obligations that will rank senior to the Series B Preferred Shares or to which the Series B Preferred Shares will be structurally subordinated.

The Series B Preferred Shares may be junior in rights and preferences to our future preferred shares.

Subject to approval by the holders of at least two-thirds (2/3) of the Series B Preferred Shares then outstanding, voting as a separate class, we may issue preferred shares in the future the terms of which are expressly senior to the Series B Preferred Shares. The terms of any such future preferred shares expressly senior to the Series B Preferred Shares may prohibit or otherwise restrict dividend payments on the Series B Preferred Shares. For example, the terms of any such senior preferred shares may provide that, unless full dividends for all of our outstanding preferred shares senior to the Series B Preferred Shares have been paid for the relevant periods, no dividends will be paid on the Series B Preferred Shares, and no Series B Preferred Shares may be repurchased, redeemed, or otherwise acquired by us. In addition, in the event of our liquidation, dissolution or winding-up, the terms of any such senior preferred shares would likely prohibit us from making any payments on the Series B Preferred Shares until all amounts due to holders of such senior preferred shares are paid in full.

You are making an investment decision about both the depositary shares and the Series B Preferred Shares, which are different securities.

As described in this prospectus, we are issuing depositary shares representing fractional interests in our Series B Preferred Shares. The depositary will rely solely on the payments it receives on the Series B Preferred Shares to fund all payments on the depositary shares. You should carefully review the information in this prospectus regarding both of these securities because their rights and privileges are different.

We are not required to declare dividends on the Series B Preferred Shares, and dividends on the Series B Preferred Shares are non-cumulative.

Dividends on the Series B Preferred Shares (and, therefore, the depositary shares) are discretionary and will not be cumulative. If our board of directors or a duly authorized committee of our board of directors does not declare a dividend on the Series B Preferred Shares in respect of a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be

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cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our board of directors or a duly authorized committee of our board of directors declares a dividend on the Series B Preferred Shares for any future dividend period.

Investors in our depositary shares may experience losses and volatility, and we may reduce, delay or cancel payment of our dividends in a variety of circumstances.

Our earnings, cash flow, book value and dividends may fluctuate. Although we intend to pay a regular dividend on the Series B Preferred Shares (and, therefore, the depositary shares) at a specific rate, we may reduce, delay or cancel our dividend payments in the future for a variety of reasons. We may not provide public warnings of such dividend reductions, cancellations or payment delays prior to their occurrence. Fluctuations in our current and prospective earnings, cash flow and dividends, the market for similar securities, as well as many other factors such as perceptions, economic conditions and stock market conditions, can affect the price of our depositary shares. For example, higher market interest rates could cause the market price of our depositary shares to decline. Investors may experience volatile returns and material losses.

Our ability to pay dividends on the Series B Preferred Shares (and, therefore, the depositary shares) may be limited by federal regulatory considerations and the results of operations of Citizens.

Neither the depositary shares nor the Series B Preferred Shares are savings accounts, deposits or other obligations of any depository institution and are not insured or guaranteed by the FDIC or any other governmental agency or instrumentality. Furthermore, the Company is a legal entity that is separate and distinct from Citizens and its other subsidiaries who have no obligation, contingent or otherwise, to make any payments in respect of the Series B Preferred Shares or the depositary shares, or to make funds available therefor. Because the Company is a holding company that maintains only limited cash, its ability to pay dividends on, and redeem at its option, the Series B Preferred Shares (and, therefore, the depositary shares) will be highly dependent upon the receipt of dividends and other distributions from Citizens and its other subsidiaries, which, in turn, will be highly dependent upon the historical and projected results of operations, liquidity, cash flows and financial condition of Citizens and the Company’s other subsidiaries.

There are also various legal and regulatory prohibitions and other restrictions on the ability of Citizens to pay dividends, extend credit or otherwise transfer funds to the Company. Various federal and state statutory provisions and regulations limit the amount of dividends that Citizens may pay to the Company without regulatory approval. Generally, subject to certain minimum capital requirements, Citizens may declare a dividend without the approval of the State of Ohio Division of Financial Institutions so long as the total of the dividends in a calendar year does not exceed Citizens’ total net income for that year combined with its retained net income for the two preceding years. Dividend payments to the Company from Citizens may also be prohibited if such payments would impair the capital of Citizens and in certain other cases. See “Business — Supervision and Regulation” beginning on page 36 of this prospectus.

The Company also is subject to various legal and regulatory policies and requirements impacting the Company’s ability to pay accrued or future dividends on, or redeem, the Series B Preferred Shares. Under the Federal Reserve’s capital regulations, in order to ensure Tier 1 capital treatment for the Series B Preferred Shares, the Company’s redemption of any of the Series B Preferred Shares is subject to prior regulatory approval. In addition, as a matter of policy, the Federal Reserve may restrict or prohibit the payment of dividends on the Series B Preferred Shares if (i) the Company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the Company’s prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; (iii) the Company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios; or (iv) the Federal Reserve otherwise determines that the payment of dividends would constitute an unsafe or unsound practice. Recent and future regulatory developments may result in additional restrictions on the Company’s ability to pay dividends.

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Investors should not expect us to redeem the Series B Preferred Shares (and, therefore, the depositary shares) on the date they become redeemable or on any particular date after they become redeemable.

The Series B Preferred Shares are perpetual equity securities, which means that they have no maturity or mandatory redemption date and are not redeemable at the option of investors. The Series B Preferred Shares (and, therefore, the depositary shares) may be redeemed by us at our option, either in whole or in part, on any dividend payment date on or after the sixth anniversary of the date of issuance of the Series B Preferred Shares (and, therefore, the depositary shares). In addition, our right to redeem the Series B Preferred Shares (and, therefore, the depositary shares) is subject to limitations established by the Federal Reserve’s risk-based capital guidelines applicable to financial and bank holding companies, and under current regulatory rules and regulations we would need prior regulatory approval to redeem the Series B Preferred Shares (and, therefore, the depositary shares). We cannot assure you that the Federal Reserve will approve any redemption of the Series B Preferred Shares (and, therefore, the depositary shares) that we may propose.

There has been no prior market for the depositary shares and, although we intend to list the depositary shares on the NASDAQ Capital Market, we do not expect that an active trading market for depositary shares will develop, which means that you may not be able to sell your depositary shares promptly at desired prices or at all.

We have applied for the depositary shares to be listed on the NASDAQ Capital Market under the symbol “FCZA-B.” If the application for listing is approved, trading of the depositary shares is expected to commence within 30 days following the initial issuance of the depositary shares. However, since the size of this offering is relatively small, we do not expect that an active and liquid trading market for depositary shares will develop or be sustained in the future. If an active trading market does not develop, you may not be able to sell your depositary shares promptly, or at all. You should consider carefully the limited liquidity of your investment before purchasing any of the depositary shares. The offering price of depositary shares may bear no relationship to the price at which such shares will trade upon completion of this offering. The stock market has experienced significant price and volume fluctuations recently and you may not be able to resell your depositary shares promptly or at all at or above the initial public offering price.

The depositary shares may trade at prices higher or lower than their initial offering price. The trading price of the depositary shares may depend on many factors, including:

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the market price of our common shares;

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any changes in prevailing interest rates;

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the market for similar securities;

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additional issuances by us of other series or classes of preferred shares or debt;

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general economic conditions or conditions in the financial markets; and

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our financial condition, performance and prospects.

Holders of the Series B Preferred Shares and depositary shares have limited voting rights.

The holders of the Series B Preferred Shares (and, therefore, the depositary shares) will have no voting rights except with respect to certain fundamental changes in the terms of the Series B Preferred Shares and certain other matters and except as may be required by applicable law. See “Description of Series B Preferred Shares — Voting Rights” in this prospectus.

We are subject to extensive regulation, and ownership of the depositary shares may have regulatory implications for holders thereof.

We are subject to extensive federal and state banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), and federal and state banking regulations, that impact the rights and obligations

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of owners of the Series B Preferred Shares (and, therefore, the depositary shares), including, for example, our ability to declare and pay dividends on, and to redeem, the Series B Preferred Shares (and, therefore, the depositary shares). Although we do not believe the Series B Preferred Shares are considered “voting securities” currently, if they were to become voting securities for the purposes of the BHCA, a holder of 10% or more of the Series B Preferred Shares, or a holder of a lesser percentage of our Series B Preferred Shares that is deemed to exercise a “controlling influence” over us, may become subject to regulation under the BHCA. In addition, if the Series B Preferred Shares become “voting securities,” then (a) any bank holding company or foreign bank that is subject to the BHCA may need approval to acquire or retain more than 5% of the then outstanding Series B Preferred Shares, and (b) any holder (or group of holders acting in concert) may need regulatory approval to acquire or retain 10% or more of the Series B Preferred Shares. A holder or group of holders may also be deemed to control us if they own one-third or more of our total equity, both voting and non-voting, aggregating all shares held by the investor across all classes of stock. Holders of the depositary shares should consult their own counsel with regard to regulatory implications of the ownership thereof.

You may have to pay taxes if we make or fail to make certain adjustments to the conversion price of the Series B Preferred Shares (and, therefore, the depositary shares) even though you do not receive a corresponding distribution.

The conversion price of the Series B Preferred Shares (and, therefore, the conversion price of the depositary shares) is subject to adjustment in certain circumstances. If the conversion price is adjusted, under certain circumstances you may be treated as having received a constructive dividend from us, resulting in income to you for U.S. federal income tax purposes, even though you would not receive any cash related to that adjustment and even though you might not exercise your conversion right. In addition, if we fail to make (or adequately make) an adjustment to the conversion price after an event that increases your proportionate interest in us, you may be deemed to have received a taxable dividend. If you are a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences” beginning on page 69 of this prospectus), any deemed dividend may be subject to U.S. federal withholding tax (currently at a 30% rate, or such lower rate as may be specified by an applicable treaty), which may be withheld from subsequent payments on the depositary shares (or, in certain circumstances, withheld from any payments on common shares), to the extent permitted under applicable law. See “Material U.S. Federal Income Tax Consequences” beginning on page 69 of this prospectus).

Risk Factors Related to Our Common Shares

The market price of our common shares may be subject to fluctuations and volatility.

The market price of our common shares may fluctuate significantly due to, among other things, changes in market sentiment regarding our operations or business prospects, the banking industry generally or the macroeconomic outlook. Factors that could impact our trading price include:

•

our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors;

•

developments in our business or operations or in the financial sector generally;

•

the sale of the depositary shares in this offering, and future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions;

•

legislative or regulatory changes affecting our industry generally or our business and operations specifically;

•

the operating and stock price performance of companies that investors consider to be comparable to us;

•

announcements of strategic developments, acquisitions and other material events by us or our competitors;

•

expectations of or actual equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by this offering;

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•

actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and

•

other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

Equity markets in general and our common shares in particular have experienced considerable volatility over the past few years. The market price of our common shares may continue to be subject to volatility unrelated to our operating performance or business prospects. Increased volatility could result in a decline in the market price of our common shares.

The sale of substantial amounts of our common shares or securities convertible into our common shares in the public market could depress the price of our common shares.

In recent years, the stock market has experienced a high level of price and volume volatility, and market prices for the stock of many companies have experienced wide fluctuations that have not necessarily been related to their operating performance. Therefore, our shareholders may not be able to sell their shares at the volumes, prices, or times that they desire. We cannot predict the effect, if any, that future sales of our common shares or securities convertible into our common shares, such as the Series B Preferred Shares (and, therefore, the depositary shares), in the market, or availability of shares of our common shares or securities convertible into our common shares for sale in the market, will have on the market price of our common shares. We can give no assurance that sales of substantial amounts of our common shares or securities convertible into our common shares in the market, or the potential for large amounts of sales in the market, would not cause the price of our securities to decline or impair our ability to raise capital through sales of our common shares.

The trading volumes for our common shares may not provide adequate liquidity for investors.

Our common shares are listed on the NASDAQ Capital Market; however, the average daily trading volume in our common shares is less than that of many larger financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of our common shares at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the current daily average trading volume of our common shares, significant sales of our common shares in a brief period of time, or the expectation of these sales, could cause a material decline in the price of our common shares.

We have implemented anti-takeover devices that could make it more difficult for another company to purchase us, even though such a purchase may increase shareholder value.

In many cases, shareholders may receive a premium for their shares if we were purchased by another company. State law and our Articles and Amended and Restated Code of Regulations (“Code of Regulations”) make it difficult for anyone to purchase us without the approval of our board of directors. Consequently, a takeover attempt may prove difficult, and shareholders may not realize the highest possible price for their securities. See “Description of Common Shares — Anti-Takeover Effects of Articles of Incorporation, Code of Regulations and Ohio Law” beginning on page 63 of this prospectus.

Investors could become subject to regulatory restrictions upon ownership of our common shares.

Under the federal Change in Bank Control Act, a person may be required to obtain prior approval from the Federal Reserve before acquiring the power to directly or indirectly control our management, operations, or policy or before acquiring 10% or more of our common shares. Because the Series B Preferred Shares and depositary shares are convertible into our common shares, potential investors who seek to participate in this offering should evaluate whether they could become subject to the approval and other requirements of this federal statute and related rules and regulations.

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DESCRIPTION OF THE OFFERING

Offering Priorities

We are offering the depositary shares for sale to the public in the following descending order of priority. 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 opportunity to subscribe for depositary shares in the offering is subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date of the offering.

Priority 1: Existing Shareholders . Each shareholder of First Citizens who is a beneficial owner of our common shares will be given the opportunity to purchase, subject to the overall purchase limitations, up to the lesser of (1) 160,000 depositary shares ($4,000,000), or (2) the amount of depositary shares, assuming conversion of such depositary shares into our common shares, whereby the purchaser’s 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.

If there are not sufficient depositary shares available to satisfy all Priority 1 subscriptions, shares will first be allocated so as to permit each Priority 1 subscriber to purchase a number of depositary shares sufficient to make his or her total allocation equal to the lesser of (1) 4,000 depositary shares ($100,000) or (2) the number of depositary shares for which he or she subscribed. Thereafter, unallocated depositary shares will be allocated to each Priority 1 subscriber whose subscription remains unsatisfied in the proportion in which the aggregate number of shares as to which each such Priority 1 subscription remains unsatisfied bears to the aggregate number of shares as to which all such Priority 1 subscriptions remain unsatisfied.

Priority 2: Customers and Local Community . To the extent that depositary shares remain available for purchase after satisfaction of all subscriptions of Priority 1 subscribers, we may offer depositary shares to customers of Citizens and to residents of the local communities we serve. For purposes of Priority 2 qualification, “community” or “local community” is defined as the Ohio counties of Champaign, Crawford, Erie, Franklin, Huron, Logan, Madison, Ottawa, Richland, and Summit.

Priority 2 subscribers will be given the opportunity to purchase, subject to the overall purchase limitations, up to the lesser of (1) 160,000 depositary shares ($4,000,000), or (2) the amount of depositary shares, assuming conversion of such depositary shares into our common shares, whereby the purchaser’s beneficial ownership of our common shares would not exceed 5% of our outstanding common shares after the offering.

If there are not sufficient depositary shares available to satisfy all Priority 2 subscriptions, shares will first be allocated so as to permit each Priority 2 subscriber to purchase a number of depositary shares sufficient to make his or her total allocation equal to the lesser of (1) 4,000 depositary shares ($100,000) or (2) the number of depositary shares for which he or she subscribed. Thereafter, unallocated depositary shares will be allocated to each Priority 2 subscriber whose subscription remains unsatisfied in the proportion in which the aggregate number of shares as to which each such Priority 2 subscription remains unsatisfied bears to the aggregate number of shares as to which all such Priority 2 subscriptions remain unsatisfied.

The term “residing” or “resident” as used in this prospectus means any person who occupies a dwelling within the community. We may utilize deposit or loan records or other evidence available to us to decide whether a person is a resident. In all cases, however, the determination shall be in our sole discretion.

Syndicated Offering

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status as either an existing shareholder of First Citizens or customer of Citizens, and without regard to the investor’s place of residence in a syndicated offering in a manner that will achieve a widespread distribution of our depositary shares to the general public. If a syndicated offering is held, KBW will serve as sole placement agent and will assist us in selling our depositary shares on a best efforts basis. In such capacity, KBW may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority member firms. Neither KBW nor any registered broker-dealer will have any obligation to take or purchase any of the depositary shares sold in the syndicated offering.

In the syndicated offering, any person may purchase up the lesser of (1) 160,000 depositary shares ($4,000,000), or (2) the amount of depositary shares, assuming conversion of such depositary shares into our common shares, whereby the purchaser’s beneficial ownership of our common shares would not exceed 5% of our outstanding common shares after the offering. If there are not sufficient depositary shares available to satisfy all subscriptions received in the syndicated offering, shares will be allocated to each such subscriber whose subscription remains unsatisfied in the proportion in which the aggregate number of shares as to which each such syndicated offering subscription remains unsatisfied bears to the aggregate number of shares as to which all such syndicated offering subscriptions remain unsatisfied.

We retain the right to accept or reject in whole or in part any orders in the syndicated offering. The syndicated offering may begin concurrent with, during or after the commencement or termination of the shareholder and community offerings.

Procedure for Purchasing Shares in the Offering

Expiration Date . The offering will expire at 12:00 noon Eastern Time, on December 4, 2013, unless we extend it for up to 45 days. This extension may be approved by us, in our sole discretion, without further approval or additional notice to subscribers in the offering. If the offering is extended past January 17, 2014, we will resolicit subscribers. In such event, you will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period, your subscription will be cancelled and your funds submitted will be returned promptly without interest. We will not accept any subscription until at least a minimum of 800,000 of the depositary shares being offered have been sold. If we have not sold the minimum of 800,000 depositary shares by the expiration date of the offering or any extension thereof, we will terminate the offering and cancel all orders, and payment will be returned promptly to the subscribers, without interest. We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will promptly return all funds submitted, without interest. We have the right to reject any subscription submitted in the offering.

Use of Order Forms . In order to purchase depositary shares in the offering, you must complete and sign an original order form and remit full payment. We will not be required to accept incomplete order forms, unsigned order forms, or orders submitted on photocopied or facsimiled order forms. All order forms must be received, not postmarked, prior to 12:00 noon, Eastern Time, on December 4, 2013, unless the expiration date of the offering is extended. We are not required to accept order forms that are not received by that time, are executed defectively or are received without full payment. We are not required to notify subscribers of incomplete or improperly executed order forms. We have the right to permit the correction of incomplete or improperly executed order forms or waive immaterial irregularities. We do not represent, however, that we will do so. You may submit your order form and payment by mail using the order reply envelope provided, by overnight delivery to our Offering Information Center at the indicated address on the order form or by hand-delivery to First Citizens’ executive offices located at 100 East Water Street, Sandusky, Ohio. Order forms may not be delivered to any of our other bank branches. Please do not mail order forms to First Citizens or any of our bank branches. Once tendered, an order form cannot be modified or revoked without our consent or unless the offering is terminated or is extended beyond January 17, 2014. We reserve the absolute right, in our sole discretion, to reject orders received in the offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering.

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By signing the order form, you will be acknowledging that the depositary shares being purchased, and the underlying Series B Preferred Shares, are not a deposit or savings account and are not federally insured or otherwise guaranteed by First Citizens or the federal government, and that you received a copy of this prospectus prior to making any investment decision. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Payment for Shares . Payment for all depositary shares will be required to accompany all completed order forms for the purchase to be valid. Payment for depositary shares may be made by personal check, bank check or money order, payable to “U.S. Bank/FCZA — Escrow Account”. Checks and money orders will be immediately cashed and placed in a segregated account at U.S. Bank, National Association, who will serve as our escrow agent for the offering. Wire transfers will not be accepted for payment during the shareholder and customer/community offering. 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.

We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the depositary shares for which they subscribe at any time prior to 48 hours before the completion of the offering. This payment may be made by wire transfer.

Using Retirement Account Funds . If you are interested in using your individual retirement account (“IRA”) funds or other retirement account funds to purchase depositary shares, you must do so through a self-directed retirement account, such as offered by an independent trustee or custodian, such as a brokerage firm. By regulation, Citizens’ retirement accounts are not self-directed. Therefore, if you wish to use funds that are currently in a Citizens IRA or other retirement account, the funds you wish to use for the purchase of depositary shares will have to be transferred to a self-directed retirement account before you place a subscription order. If you don’t have such an account, you must establish one. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. An annual administrative fee or other fees may be payable to the independent trustee or custodian. If you are interested in using funds in a retirement account at Citizens or elsewhere to purchase depositary shares, please contact our Offering Information Center as soon as possible, preferably at least two weeks prior to the end of the offering period, because processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held. We cannot guarantee that you will be able to use such funds.

How You Can Obtain Additional Information — Offering Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have questions regarding the offering, please call our Offering Information Center. The toll-free telephone number is (877) 860-2070. The Offering Information Center is open Monday through Friday, between 10:00 a.m. and 4:00 p.m., Eastern Time. The Offering Information Center will be closed on weekends and bank holidays.

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USE OF PROCEEDS

Based on a public offering price of $25.00 per depositary share, we estimate that (i) the net proceeds from the sale of the maximum number of depositary shares that we may sell in this offering (1,000,000 depositary shares) will be approximately $23.45 million after deducting underwriting commissions and estimated offering expenses payable by us and (ii) the net proceeds from the sale of the minimum number of depositary shares that we may sell in this offering (800,000 depositary shares) will be approximately $18.65 million after deducting underwriting commissions and estimated offering expenses payable by us.

We plan to use the net proceeds of the sale of the depositary shares to redeem all of the shares of our outstanding Series A Preferred Shares which we originally issued and sold to the U.S. Treasury on January 23, 2009 in conjunction with our participation in TARP. On July 3, 2012, the U.S. Treasury completed the sale of all 23,184 of the Series A Preferred Shares to various investors pursuant to a modified “Dutch auction” process. The terms of the Series A Preferred Shares permit us to redeem the Series A Preferred Shares at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency. The aggregate redemption price will be the approximately $23.18 million liquidation amount currently outstanding, plus accrued and unpaid dividends to but excluding the date of redemption.

We have advised our federal banking regulator, the Federal Reserve, that we intend to use the net proceeds from this offering to fund the redemption of the Series A Preferred Shares. If the net proceeds from the sale of depositary shares in this offering are less than the amount necessary to fund the redemption of all of the Series A Preferred Shares, we intend to still redeem all of the Series A Preferred Shares using the net proceeds of this offering and existing cash resources. Subject to our receipt of approval from the Federal Reserve, we intend to complete the redemption of the Series A Preferred Shares promptly following the completion of the sale of the depositary shares and prior to the increase in the dividend rate on the Series A Preferred Shares from 5% to 9% per annum beginning on February 14, 2014. To redeem the Series A Preferred Shares, we must give notice of the redemption to the holders of record of the Series A Preferred Shares not less than 30 days and not more than 60 days before the date of redemption.

Certain of our directors currently own an aggregate of 5,983 Series A Preferred Shares and would be entitled to receive redemption proceeds of $1,000 per Series A Preferred Share (plus any accrued and unpaid dividends) as a result of our redemption of the Series A Preferred Shares. See “Related Party Transactions” beginning on page 44 of this prospectus.

We expect to use the remainder of the net proceeds from the sale of the depositary shares, if any, for general corporate purposes, which may include:

•

capital contributions to our bank subsidiary to increase regulatory capital; and

•

investments at the holding company level.

Until we utilize the net proceeds of the offering, we expect to invest these funds temporarily in liquid, short-term high quality securities.

The precise amounts and timing of our use of the net proceeds from this offering will depend upon market conditions and the availability of other funds, among other factors. From time to time, we may engage in additional capital financings as we deem appropriate based upon our needs and prevailing market conditions. These additional capital financings may include the sale of other securities.

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CAPITALIZATION

The following table sets forth our consolidated long-term indebtedness and capitalization at September 30, 2013, (i) on an actual basis, and (ii) as adjusted to give effect to the sale of a maximum offering of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a Series B Preferred Share, at a public offering price of $25.00 per depositary share and the redemption of all 23,184 of our Series A Preferred Shares using the proceeds from this offering. For purposes of this table, our estimated net proceeds will be approximately $23.45 million, after deducting estimated offering expenses and underwriting commissions, and the estimated cost of redeeming our Series A Preferred Shares is $23.18 million. No other change in our consolidated capitalization since September 30, 2013 is reflected in the table. This table should be read together with our consolidated financial statements and related notes incorporated by reference into this prospectus.


	As of September 30, 2013
	Actual			Adjustments			As Adjusted on a Pro Forma Basis
	(dollars in thousands, unaudited)
Long-term debt
Subordinated debentures	$	29,427		$	—		$	29,427
Federal Home Loan Bank advances		37,735			—			37,735

Total long-term debt	$	67,162		$	—		$	67,162

Shareholders’ equity
Preferred Shares
Series A Preferred Shares, no par value per share, 23,184 shares authorized and issued, 0 pro forma shares issued	$	23,184			$(23,184	)(1)	$	—
Series B Preferred Shares, no par value per share, no shares authorized or issued, 25,000 pro forma shares authorized and issued		—			23,446	(2)		23,446
Common Shares, no par value per share, 8,455,881 shares issued, 8,455,881 pro forma shares issued		114,365			—			114,365
Accumulated deficit		(11,268	)		—			(11,268	)
Treasury Shares, at cost — 747,964 shares		(17,235	)		—			(17,235	)
Accumulated other comprehensive loss, net		(6,130	)		—			(6,130	)

Total Shareholders’ equity	$	102,916		$	262		$	103,178
Total long-term debt and shareholders’ equity	$	170,078		$	262		$	170,340

Capital Ratios
Tier 1 capital to risk-weighted assets		13.26	%					13.33	%
Total capital to risk-weighted assets		14.66	%					14.73	%
Tier 1 capital to average assets		9.55	%					9.58	%

(1)	Reflects redemption of all 23,184 Series A Preferred Shares using the net proceeds of this offering.

(2)	Reflects the sale of a maximum offering of 1,000,000 depositary shares representing fractional interests in 25,000 Series B Preferred Shares in this offering, net of estimated offering expenses and underwriting commissions.

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PRICE RANGE OF COMMON SHARES AND DIVIDENDS

Prior to this offering, there has been no established market for the depositary shares. We have applied for the depositary shares to be listed on the NASDAQ Capital Market under the symbol “FCZA-B.” If the application for listing is approved, trading of the depositary shares is expected to commence within 30 days following the initial issuance of the depositary shares. However, we cannot assure you that persons purchasing depositary shares will be able to sell them at or above the offering price set forth on the cover page of this prospectus.

Our common shares are listed on the NASDAQ Capital Market under the symbol “FCZA.” At October 25, 2013, we had 7,707,917 common shares outstanding, which were held of record by approximately 1,375 shareholders.

The following table sets forth, for the periods indicated, the high and low sales prices of our common shares as reported on the NASDAQ Capital Market for trades occurring during normal trading hours, and the cash dividends declared per share for each such period:


	High		Low		Dividends Per Common Share
2011
First Quarter	$	4.99	$	3.83	$	—
Second Quarter		4.25		3.70		—
Third Quarter		4.09		3.25		—
Fourth Quarter		4.21		3.21		0.03

2012
First Quarter	$	5.73	$	3.82	$	0.03
Second Quarter		7.10		5.39		0.03
Third Quarter		6.81		5.04		0.03
Fourth Quarter		6.10		4.91		0.03

2013
First Quarter	$	7.00	$	5.15	$	0.03
Second Quarter		7.71		6.84		0.04
Third Quarter		7.44		6.37		0.04
Fourth Quarter (through October 31, 2013)		6.98		5.94		—

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RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS

The following table sets forth our ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred share dividends for the periods indicated. As of September 30, 2013, we had 23,184 Series A Preferred Shares outstanding. The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. The ratio of earnings to combined fixed charges and preferred share dividends is computed by dividing earnings by the sum of fixed charges and preferred share dividends. For purposes of computing these ratios, earnings consist of income before income taxes plus interest expense, and fixed charges consist of interest expense and the interest portion of our rental expense. Preferred share dividend requirements represent the amount of pre-tax income required to pay dividends on preferred shares using our effective income tax rate.

For the Nine
Months Ended
September 30,

For the Year Ended December 31,

2013

2012

2011

2010

2009

2008

Ratio of earnings to fixed charges

Including Interest on Deposits

2.71x

1.97x

2.18x

1.64x

0.70x

1.10x

(0.73)x

Excluding Interest on Deposits

4.96x

3.54x

4.06x

2.99x

0.06x

1.32x

(4.87)x

Ratio of earnings to combined fixed charges and preferred share dividends

Including Interest on Deposits

2.39x

1.82x

1.99x

1.55x

0.73x

1.09x

(0.73)x

Excluding Interest on Deposits

3.58x

2.72x

3.06x

2.35x

0.30x

1.27x

(4.87)x

Pro Forma Including Interest on Deposits (1)

2.15x

–

1.82x

–

Pro Forma Excluding Interest on Deposits (1)

2.71x

–

2.59x

–

(1)

For the nine months ended September 30, 2013 and the year ended December 31, 2012, our pro forma ratio of earnings to fixed charges and preferred share dividends reflect the pro forma effects on earnings and fix charges and preferred share dividends from this offering and the redemption of the Series A Preferred Shares as described herein under “Use of Proceeds.”

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BUSINESS

Overview

First Citizens was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended. At September 30, 2013, we had total consolidated assets of approximately $1.1 billion and total shareholders’ equity of approximately $102.9 million. Our principal executive offices are located at 100 East Water Street, Sandusky, Ohio 44870, and our telephone number is (419) 625-4121. Our Internet address is www.fcza.com . The information on our website is not a part of or incorporated by reference in this prospectus.

Citizens , which has been owned by First Citizens since the formation of the holding company in 1987, opened for business in 1884 as The Citizens National Bank. In 1898, Citizens was reorganized under Ohio banking law and was known as The Citizens Bank and Trust Company. In 1908, Citizens surrendered its trust charter and began operation under its current name. First Citizens and Citizens have completed the following five acquisitions since 1998: (i) in December 2007, we acquired Futura Banc Corp. and its subsidiary, Champaign National Bank, with total assets of approximately $280 million; (ii) in October 2007, we acquired two branch offices and approximately $49 million of associated deposits from Miami Valley Bank; (iii) in 2004, we acquired FNB Financial Corp and its subsidiary, First National Bank of Shelby, with total assets of approximately $196 million; (iv) in 2002, we acquired Independent Community Banc Corp and its subsidiary, Citizens National Bank of Norwalk, with total assets of approximately $136 million; and (v) in 1998, we acquired Farmers State Bank located in New Washington, Ohio with total assets of approximately $154 million.

Citizens is an Ohio-chartered bank and is insured under the Federal Deposit Insurance Act. Citizens maintains its main office at 100 East Water Street, Sandusky, Ohio and operates 27 branch banking offices in the following communities in Central and North Central Ohio: Sandusky (2), Norwalk (2), Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby (3), Willard, Chatfield, Tiro, Greenwich, Plymouth, Shiloh, Akron, Dublin, Hilliard, Plain City, Russells Point, Urbana (2), West Liberty and Quincy. Citizens’ operates 19 banking offices in North Central Ohio under the name “Citizens Bank” and operates eight banking offices in Central Ohio and one banking office in Akron, Ohio under the name “Champaign Bank.” Citizens had total loans (net of allowance) of approximately $802.3 million and total deposits of approximately $942.5 million at September 30, 2013.

Citizens accounted for substantially all of the Company’s consolidated assets at September 30, 2013. The following subsidiaries are also wholly-owned by the Company or Citizens:

•

First Citizens Insurance Agency, Inc . was formed in 2001 to allow the Company to participate in commission revenue generated through its third party insurance agreement.

•

Water Street Properties was formed in 2003 to hold properties repossessed by First Citizens subsidiaries.

•

First Citizens Investments, Inc . was formed in 2007 as a wholly-owned subsidiary of Citizens to hold and manage Citizens’ securities portfolio. The operations of FCI are located in Wilmington, Delaware.

•

First Citizens Capital LLC was also formed in 2007 as a wholly-owned subsidiary of Citizens to hold certain inter-company debt that is eliminated in consolidation. The operations of FCC are located in Wilmington, Delaware.

•

FC Refund Solutions, Inc . was formed in 2012 and is currently inactive.

Through Citizens we are primarily engaged in the business of community banking, which accounts for substantially all of our revenue, operating income and assets. Citizens conducts a general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering trust services. Interest and fees on loans accounted for approximately 70% of total revenue for 2012, approximately 70% of total revenue for 2011, and approximately 71% of total revenue for 2010.

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The holding company’s primary source of funds is the receipt of dividends paid by our subsidiaries, principally Citizens. The ability of Citizens to pay dividends is subject to limitations under various laws and regulations and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, Citizens may declare a dividend without the approval of the State of Ohio Division of Financial Institutions so long as the total of the dividends in a calendar year does not exceed Citizens’ total net income for that year combined with its retained net income for the two preceding years. Dividend payments to the Company from Citizens may also be prohibited if such payments would impair the capital of Citizens and in certain other cases. See “— Supervision and Regulation” beginning on page 36.

Market Area and Competition

Citizens currently operates 28 offices in Central and North Central Ohio. Our market area consists of the counties of Erie, Crawford, Champaign, Franklin, Logan, Summit, Huron, Ottawa, Union, Madison and Richland in Ohio.

Economic and competitive changes and challenges in Ohio over the last decade have required many banks to rethink their business strategy. We believe rural markets continue to provide strong core deposit opportunities, but often offer somewhat limited opportunities to generate substantial loan growth. Alternatively, urban areas provide greater opportunities for loan growth, but often demand higher costs for deposits necessary to fund those loans due to increased competition. Our geographic footprint in Central and North Central Ohio has allowed us to develop a strategy of attracting low-cost core deposits from loyal customers in our rural and legacy markets while deploying a substantial amount of these deposits to fund loans in our more urban markets, including in Franklin and Summit Counties in the Columbus and Akron, Ohio markets.

We face competition both in originating loans and in attracting deposits within our market area. We compete for clients by offering personal service and competitive rates on our loans and deposit products. The type of institutions we compete with include large regional financial institutions, community banks, thrifts and credit unions operating within our market areas. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies and direct mutual funds.

Lending Activities

Throughout the Company we are focused on acquiring and retaining customer relationships. We train and educate our commercial lending, select banking, cash management and wealth management groups to work together as a cohesive, interactive group to build customer relationships and cross-sell our products and services. Our focus is on building multi-account relationships as opposed to booking “one-off” transactions. We believe the success of our customer-centered focus is reflected in our net loan growth during 2012 of approximately $31 million, and our emphasis on cross-selling throughout the Company contributed to an increase in noninterest income during 2012 of approximately $0.64 million.

Citizens’ primary lending focus continues to be both residential and commercial real estate loans. Residential real estate mortgages comprised 30% of the total loan portfolio at September 30, 2013, 31% at December 31, 2012, 35% at December 31, 2011, and 39% at December 31, 2010. Commercial real estate loans comprised 53% of the total loan portfolio at September 30, 2013, 53% at December 31, 2012, 47% at December 31, 2011, and 44% at December 31, 2010. Commercial and agricultural loans comprised 13% of the total loan portfolio at September 30, 2013, 12% at December 31, 2012, 11% at December 31, 2011, and 11% at December 31, 2010. Citizens’ loan portfolio does not include any foreign-based loans, loans to lesser-developed countries or loans to the Company.

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The amounts of gross loans outstanding at September 30, 2013 are shown in the following table according to loan category.


	September 30, 2013
	(Dollars in thousands)
Commercial real estate	$	431,733
Residential real estate		244,393
Commercial and agricultural		105,830
Real estate construction		26,661
Consumer and other		10,954

Total loans	$	819,571

Commercial loans are loans made for commercial, industrial and professional purposes to sole proprietorships, partnerships, corporations and other business enterprises. Agricultural loans are for financing agricultural production, including all costs associated with growing crops or raising livestock. Commercial and agricultural loans may be secured by equipment, inventory, accounts receivable or other assets (other than real estate), or unsecured, requiring one single repayment or on an installment repayment schedule. These loans involve certain risks relating to changes in local and national economic conditions and the resulting effect on the borrower. Secured loans not collateralized by real estate mortgages maintain a loan-to-value ratio ranging from 50% in the case of certain stocks, to 100% in the case of savings or time deposit accounts. Unsecured credits rely on the financial strength and previous credit experience of the borrower and in many cases the financial strength of the principals when such credit is extended to a corporation or other similar type of borrower.

Commercial real estate mortgage loans are made predicated on having a security interest in real property and are secured wholly or substantially by a lien on that property. Commercial real estate mortgage loans are generally underwritten with a maximum loan-to-value ratio of 80%. Commercial real estate lending entails substantial risks because these loans often involve large loan balances to a single borrower and the payment experience on these loans is typically dependent on the successful operation of the project or business. These risks can also be significantly affected by supply and demand conditions in the local market for apartments, offices, warehouses or other commercial space. We attempt to mitigate our risk exposure by considering properties with existing operating history that can be analyzed, requiring conservative debt coverage ratios, and periodically monitoring the operation and physical condition of the collateral as well as the business occupying the property.

Residential real estate mortgage loans are also made predicated on having a security interest in real property and are secured wholly or substantially by a lien on that property. These loans are primarily secured by one-to-four family real estate. Residential real estate mortgage loans generally pose less risk to the Company than commercial real estate mortgage loans due to the nature of the collateral being less susceptible to sudden changes in value.

Real estate construction loans are for the construction of residential homes, new commercial buildings or additions to existing buildings. Generally, these loans are secured by one-to-four family real estate or commercial real estate. The Company controls disbursements in connection with construction loans based on the expected timeline of the construction associated with the project.

Consumer loans are made to individuals for household, family and other personal expenditures. These expenditures include the purchase of vehicles or furniture, educational expenses, medical expenses, taxes or vacation expenses. Consumer loans may be secured by titled vehicles, household goods, deposit accounts or other assets (other than real estate), or unsecured, generally requiring repayment on an installment repayment schedule. Consumer loans pose a relatively higher credit risk because often these loans are secured by personal property that can diminish in value relatively quickly. This higher risk is moderated by the use of certain loan to value limits on secured credits and aggressive collection efforts.

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We also grant letters of credit to customers in the normal course of business, which are not reflected in our consolidated financial statements. As of September 30, 2013, Citizens was contingently liable for approximately $2.4 million with respect to outstanding letters of credit. In addition, Citizens had issued lines of credit to certain commercial customers, typically for the working capital needs of the borrower. At September 30, 2013, Citizens had commitments to extend credit in the aggregate amounts of approximately $186.8 million. Of these amounts, approximately $166.1 million represented lines of credit and construction loans, and approximately $20.7 million represented overdraft protection commitments at September 30, 2013. These amounts represent the portion of total commitments that had not been used by customers as of September 30, 2013.

Allowance for Loan Losses

We utilize a rolling loss migration model to develop Citizens’ allowance for loan losses, making “qualitative” adjustments” as necessary. We believe this results in a conservative but supportable estimate of potential losses within our loan portfolio.

The following table shows the daily average loan balances and changes in the allowance for loan losses for the periods indicated.


	Nine months ended September 30,						Year ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(unaudited)
	(Dollars in thousands)
Daily average amount of loans net of unearned income	$	813,888		$	774,704		$	780,789		$	763,918		$	784,263		$	789,347		$	799,413

Allowance for loan losses at beginning of period	$	19,742		$	21,257		$	21,257		$	21,768		$	15,271		$	8,862		$	7,374

Loan charge-offs:
Commercial and agriculture		301			610			841			2,447			2,710			3,013			2,478
Commercial real estate		1,266			2,463			3,440			4,561			4,653			1,493			2,530
Real estate mortgage		2,579			2,803			4,506			3,748			4,029			2,393			1,952
Real estate construction		136			297			446			981			799			497			33
Consumer		183			174			246			193			460			655			788
Leases		—			—			—			—			—			—			17

		4,465			6,347			9,479			11,930			12,651			8,051			7,798

Recoveries of loans previously charged-off
Commercial and agriculture		123			280			353			307			303			204			389
Commercial real estate		257			371			612			390			650			364			158
Real estate mortgage		364			208			397			429			99			363			197
Real estate construction		107			104			131			387			—			—			18
Consumer		69			51			71			106			156			206			282
Leases		—			—			—			—			—			—			35

		920			1,014			1,564			1,619			1,208			1,137			1,079

Net charge-offs (1)		(3,545	)		(5,333	)		(7,915	)		(10,311	)		(11,443	)		(6,914	)		(6,719	)
Provision for loan losses (2)		1,100			5,565			6,400			9,800			17,940			13,323			8,207

Allowance for loan losses at period-end	$	17,297		$	21,489		$	19,742		$	21,257		$	21,768		$	15,271		$	8,862

Allowance for loan losses as a percent of loans at year-end		2.11	%		2.68	%		2.42	%		2.71	%		2.84	%		1.93	%		1.11	%
Ratio of net charge-offs to average loans outstanding		0.44	%		0.69	%		1.01	%		1.35	%		1.46	%		0.88	%		0.84	%

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(1)	The amount of net charge-offs fluctuates from period to period due to factors relating to the condition of the general economy, decline in market values of collateral and deterioration of a borrower’s underlying businesses.

(2)

The determination of the balance of the allowance for loan losses is based on a detailed analysis of the loan portfolio and reflects an amount that, in management’s judgment, is adequate to provide for probable incurred loan losses. Such analysis is based on a review of specific loans, the character of the loan portfolio, current economic conditions, risk management practices and such other factors as management believes require current recognition in estimating probable incurred loan losses.

Citizens measures the adequacy of the allowance for loan losses by using both specific and general components. The specific component relates to the evaluation of each loan identified as impaired. The general component consists of a pooling of commercial credits risk graded as special mention and substandard, based on portfolio experience, and general reserves, which are based on a rolling average of historical net charge-offs, adjusted for current economic factors. Factors in the determination of the economic reserve include items such as changes in the economic and business conditions in the bank’s markets, changes in lending policies and procedures and changes in loan concentrations. The allowance for loan losses to total loans decreased from 2.71% at year end 2011 to 2.42% at year end 2012, and 2.11% at September 30, 2013.

Deposits

Similar to our lending strategy, our branch network is focused on taking care of our customers and generating referral opportunities, with a goal of cementing long-term relationships while at the same time providing us with low-cost funding. The checking account typically brings a longer term customer relationship and the opportunity to generate additional fee income and, in the case of our business customers, the opportunity to provide cash management services. Noninterest bearing deposits (i.e., checking accounts) as a percentage of total deposits increased from 15% of total deposits at year end 2008 to approximately 22% at the end of 2012.

The average daily amount of deposits (all in domestic offices) and average rates paid on such deposits is summarized for the periods indicated in the table below.


	Year ended December 31,
	2012					2011					2010
	Average balance		Average rate paid			Average balance		Average rate paid			Average balance		Average rate paid
	(Dollars in thousands)
Noninterest-bearing demand deposits	$	194,418		N/A		$	176,435		N/A		$	144,711		N/A
Interest-bearing demand deposits		157,193		0.14	%		145,576		0.18	%		144,800		0.34	%
Savings, including Money Market deposit accounts		290,630		0.10	%		282,467		0.20	%		262,109		0.40	%
Certificates of deposit, including IRAs		272,610		1.20	%		305,837		1.40	%		341,153		1.66	%

	$	914,851				$	910,315				$	892,773

Capital Adequacy

The Company’s policy is to maintain its capital levels above the “well capitalized” standards under applicable bank regulatory requirements. Under these bank regulatory capital standards, total capital is defined as Tier 1 (core) capital and Tier 2 (supplementary) capital. The Company’s Tier 1 capital includes shareholders’ equity (less unrealized security gains and losses) and subordinated debentures (subject to certain limits). Tier 2 capital includes a portion of the allowance for loan and lease losses and certain other capital instruments. The definition of risk-weighted assets includes items both on and off the balance sheet. Each item is then assigned a risk weight or risk adjustment factor to determine ratios of capital to risk-weighted assets. The standards require

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that total capital (Tier 1 plus Tier 2) be a minimum of 8.0% of risk-weighted assets, with at least 4.0% being in Tier 1 capital. To be considered well capitalized, a company must have a minimum of 10.0% of risk-weighted assets, with at least 6.0% being Tier 1 capital. The Company’s total risk-based capital ratios were 14.7%, 14.8% and 15.0% as of September 30, 2013, December 31, 2012 and December 31, 2011, respectively. The Company’s Tier 1 risk-based capital ratios were 13.3%, 13.3% and 13.2% at September 30, 2013, December 31, 2012 and December 31, 2011, respectively.

Additionally, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) has adopted minimum leverage-capital ratios. These standards were established to supplement the previously issued risk-based capital standards. The leverage ratio standards use the existing Tier 1 capital definition, but the ratio is applied to average total assets instead of risk-weighted assets. The standards require that Tier 1 capital be a minimum of 3.0% of total average assets for strong bank holding companies and a minimum of 4.0% of total average assets for all other bank holding companies. The Company’s leverage ratio was 9.6%, 9.3% and 9.2% at September 30, 2013, December 31, 2012 and December 31, 2011, respectively.

Effects of Inflation

The Company’s balance sheet is typical of a community bank and reflects a net positive monetary position whereby monetary assets exceed monetary liabilities. Monetary assets and liabilities are those which can be converted to a fixed number of dollars and include cash assets, securities, loans, money market instruments, deposits and borrowed funds.

During periods of inflation, a net positive monetary position may result in an overall decline in purchasing power of an entity. No clear evidence exists of a relationship between the purchasing power of an entity’s net positive monetary position and its future earnings. Moreover, the Company’s ability to preserve the purchasing power of its net positive monetary position will be partly influenced by the effectiveness of its asset/liability management program. As part of the asset/liability management process, management reviews and monitors information and projections on inflation as published by the Federal Reserve and other sources. This information speaks to inflation as determined by its impact on consumer prices and also the correlation of inflation and interest rates. This information is but one component in an asset liability process designed to limit the impact of inflation on the Company. Management does not believe that the effect of inflation on its nonmonetary assets (primarily bank premises and equipment) is material as such assets are not held for resale and significant disposals are not anticipated.

Supervision and Regulation

As a financial holding company, we are subject to regulation under the BHCA and the examination and reporting requirements of the Federal Reserve. Under the BHCA, we are subject to periodic examination by the Federal Reserve and are required to file periodic reports regarding our operations and any additional information that the Federal Reserve may require. The Federal Reserve also has extensive enforcement authority over financial and bank holding companies, including the ability to assess civil money penalties, issue cease and desist and removal orders, and require that a financial or bank holding company divest subsidiaries, including its subsidiary banks.

The BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those activities. In addition, the BHCA generally requires every bank holding company to obtain the approval of the Federal Reserve prior to acquiring all or substantially all of the assets of any bank or another financial or bank holding company, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank not already majority-owned by it, or merging or consolidating with another financial or bank holding company. Financial holding companies, however, may acquire a company, other than a

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bank or a savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve, without obtaining regulatory approval. We became a financial holding company in March 2000.

Our banking subsidiary, Citizens, is an Ohio chartered bank and is subject to supervision and regulation by the State of Ohio Department of Commerce, Division of Financial Institutions (the “ODFI”). In addition, Citizens is a member of the Federal Reserve System and, therefore, is subject to supervision and regulation by the Federal Reserve. Citizens is subject to periodic examinations by the ODFI, and Citizens is additionally subject to periodic examinations by the Federal Reserve.

The bank regulatory agencies have broad authority to issue orders to depository institutions and their holding companies prohibiting activities that constitute violations of law, rule, regulation, or administrative order, or that represent unsafe or unsound banking practices. The bank regulatory agencies also are empowered to require affirmative actions to correct violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; limit dividends and distributions; restrict growth; assess civil money penalties against institutions or individuals who violate any laws, regulations, orders, or written agreements with the agencies; order termination of certain activities of holding companies or their nonbank subsidiaries; remove officers and directors; order divestiture of ownership or control of a nonbanking subsidiary by a holding company; terminate deposit insurance and appoint a conservator or receiver.

For a discussion of the material elements of the regulatory framework currently applicable to financial and bank holding companies and their subsidiaries, and specific information relevant to us, you should refer to our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference in this prospectus. This regulatory framework is intended primarily for the protection of depositors and the deposit insurance funds rather than the protection of shareholders.

Recent Regulatory Developments

In December 2010, the Basel Committee on Banking Supervision, an international forum for cooperation on banking supervisory matters, announced the “Basel III” capital standards, which proposed new capital requirements for banking organizations. On July 2, 2013, the Federal Reserve adopted a final rule implementing a revised capital framework based in part on the Basel III capital standards and, on July 9, 2013, the Office of the Comptroller of the Currency also adopted a final rule and the FDIC adopted an interim final rule implementing a revised capital framework based in part on the Basel III capital standards. The rule will not begin to phase in until January 1, 2014 for larger institutions and January 1, 2015 for smaller, less complex banking organizations such as First Citizens. The rule will be fully phased in by January 1, 2019.

The implementation of the final rule will lead to higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. Specifically, the rule imposes the following minimum capital requirements on federally insured financial institutions: (1) a new minimum common equity tier 1 capital to risk-weighted assets ratio of 4.5%; (2) a leverage capital ratio of 4%; (3) a tier 1 risk-based capital ratio of 6%; and (4) a total risk-based capital ratio of 8%. Under the rule, common equity generally consists of common stock, retained earnings and limited amounts of minority interests in the form of common stock. In addition, in order to avoid limitations on capital distributions, such as dividend payments and certain bonus payments to executive officers, the rule requires insured financial institutions to hold a capital conservation buffer of common equity tier 1 capital above its minimum risk-based capital requirements. The capital conservation buffer will be phased in over time, becoming effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. The rule will also revise the regulatory agencies’ prompt corrective action framework by incorporating the new regulatory capital minimums and updating the definition of common equity. Until the rule is fully phased in, we cannot predict the ultimate impact it will have upon the financial condition or results of operations of First Citizens.

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MANAGEMENT

Our Directors

Thomas A. Depler. Mr. Thomas A. Depler, 64, has served as a member of First Citizens’ Board of Directors since 2007. Mr. Depler serves as a member of each of the Nominating and Corporate Governance Committee and the Audit Committee of First Citizens’ Board of Directors and as an alternate member of the Compensation, Benefits and Liability Committee of First Citizens’ Board of Directors. Mr. Depler also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. Depler has been an attorney with the firm Poland, Depler & Shepherd Co., L.P.A. since 1975.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Depler has developed through 38 years as an attorney providing legal services to businesses and nonprofit foundations, including extensive legal experience in tax and fiduciary matters, allow him to provide practical legal expertise to the Board of Directors.

Allen R. Maurice. Mr. Allen R. Maurice, 69, has served as a member of First Citizens’ Board of Directors since 2007. Mr. Maurice serves as a member of the Compensation, Benefits and Liability Committee of First Citizens’ Board of Directors and as an alternate member of the Nominating and Corporate Governance Committee of First Citizens’ Board of Directors. Mr. Maurice also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. Maurice has been an attorney with the firm Wagner, Maurice & Davidson Co., L.P.A. since 1970.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Maurice has developed through nearly 44 years as an attorney practicing in the areas of business, probate, real estate and estate planning, including previously serving as general counsel for Champaign National Bank, allow him to provide practical legal expertise to the Board of Directors.

James O. Miller. Mr. James O. Miller, 61, has served as a member of First Citizens’ Board of Directors since 2006. Mr. Miller also serves as the Chairman of the Board of Directors of The Citizens Banking Company and as a member of the Board of Directors of each of First Citizens Insurance Agency, Inc. and Water Street Properties, Inc. Mr. Miller is the President and CEO of each of First Citizens and The Citizens Banking Company.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Miller has developed through more than 39 years working in the financial services industry, including the last 27 years at First Citizens and The Citizens Banking Company, allow him to provide banking, accounting and financial expertise and a comprehensive knowledge and understanding of First Citizens’ operations and management to the Board of Directors.

W. Patrick Murray. Mr. W. Patrick Murray, 73, has served as a member of First Citizens’ Board of Directors since 1983. Mr. Murray serves as the Chairman of the Nominating and Corporate Governance Committee of First Citizens’ Board of Directors and as a member of the Compensation, Benefits and Liability Committee of First Citizens’ Board of Directors. Mr. Murray also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. Murray has been an attorney with the firm Murray & Murray, Attorneys at Law, since 1966.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Murray has developed through 47 years as an attorney leading a successful legal practice and representing corporations and other clients in a variety of matters and cases (including anti-trust and commercial fraud cases involving sophisticated accounting issues), allow him to provide practical legal expertise and management experience to the Board of Directors.

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Allen R. Nickles. Allen R. Nickles, 63, has served as a member of First Citizens’ Board of Directors since 2003. Mr. Nickles serves as the Chairman of the Audit Committee of First Citizens’ Board of Directors. Mr. Nickles also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. Nickles is a Certified Public Accountant and has been a partner with the firm Payne Nickles & Company since 1999.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Nickles has developed through more than 38 years as a Certified Public Accountant in public practice allow him to provide tax, accounting and financial expertise to the Board of Directors.

John P. Pheiffer. Mr. John P. Pheiffer, 59, has served as a member of First Citizens’ Board of Directors since 2007. Mr. Pheiffer serves as a member of the Audit Committee of First Citizens’ Board of Directors. Mr. Pheiffer also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. Pheiffer has been the President of Sandusky Bay Development (a marina and boat storage, repair, service and brokerage business) since 1985.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Pheiffer has developed through 28 years of experience as president and chief executive officer of a marina and boat storage and service business, with primary responsibility of all aspects of operations, allow him to provide business leadership experience and a unique local perspective to the Board of Directors.

David A. Voight. Mr. David A. Voight, 71, serves as the Chairman of First Citizens’ Board of Directors and has served on the Board since 1989. Mr. Voight serves as a member of each of the Nominating and Corporate Governance Committee and the Compensation, Benefits and Liability Committee of First Citizens’ Board of Directors. Mr. Voight also serves as a member of the Board of Directors of each of The Citizens Banking Company, First Citizens Insurance Agency, Inc. and Water Street Properties, Inc. Mr. Voight served as President and CEO of First Citizens and as Chairman and President of Citizens until December 2007.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. Voight has developed through more than 39 years of service in the banking industry, including as chief executive officer of The Citizens Banking Company and three other banks, allow him to provide extensive expertise regarding the operations, management and regulation of financial institutions and a comprehensive knowledge and understanding of the operations of First Citizens to the Board of Directors.

Daniel J. White. Mr. Daniel J. White, 63, has served as a member of First Citizens’ Board of Directors since 2002. Mr. White serves as a member of the Audit Committee of First Citizens’ Board of Directors. Mr. White also serves as a member of the Board of Directors of The Citizens Banking Company. Mr. White is an international business consultant and has been the President of Norwalk Furniture since 2008 and previously served as the President of Geotrac (an online provider of flood survey information) until 2004.

The Nominating and Corporate Governance Committee and the Board of Directors believe that the attributes, skills and qualifications that Mr. White has developed through more than 25 years of experience as an executive of small businesses with sales and financial performance responsibilities, as well as experience as president of a venture capital company and extensive international business experience, allow him to provide business expertise and a global business perspective to the Board of Directors.

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Our Executive Officers

The following are the executive officers of First Citizens, all of whom are elected annually and serve at the pleasure of the Board of Directors of First Citizens. This table lists each executive officer’s age as of the date of this registration statement as well as the positions presently held by each executive officer with First Citizens and our principal subsidiaries and his individual business experience for at least the last five years.


Name	Age		Position
James O. Miller		61	President and Chief Executive Officer since 2007, a member of the Board of Directors since 2006, Executive Vice President from 1998 until 2007 and Senior Vice President/Controller from 1994 to 1997 of First Citizens; Chief Executive Officer since 2005, President since 2002, Chairman of The Board of Directors since 2007, a member of the Board of Directors since 2000, Executive Vice President from 1998 to 2002, Senior Vice President from 1996 to 1998, Senior Vice President/Controller from 1992 to 1995 of The Citizens Banking Company; a member of the Board of Directors of First Citizens Insurance Agency, Inc. since 2005; a member of the Board of Directors of Water Street Properties, Inc. since 2003; and a member of the Board of Directors of SCC Resources, Inc. from 2005 to 2009.

Charles C. Riesterer		59	Senior Vice President since 1998 of First Citizens; Executive Vice President since 2005, Senior Vice President from 1998 to 2005, Vice President from 1992 to 1998 and Assistant Vice President from 1987 to 1991 of The Citizens Banking Company.

Richard J. Dutton		50	Senior Vice President since 2006 of First Citizens; Executive Vice President since 2006 of The Citizens Banking Company; Vice President and Treasurer of Peoples Ohio Financial Corp. from 2002 to 2006; and Partner in charge of Kentucky/Southern Indiana Financial Institution Practice, BKD, LLP prior to 2002.

Todd A. Michel		48	Senior Vice President/Controller since 2000 and Vice President/Controller from 1998 to 2000 of First Citizens; and Senior Vice President/Controller since 1999, Vice President/Controller from 1998 to 1999 and Controller from 1996 to 1998 of The Citizens Banking Company.

James E. McGookey		63	Senior Vice President and General Counsel since 2002 and Secretary since 2007 of First Citizens; Executive Vice President-General Counsel/Secretary since 2012, Senior Vice President-General Counsel/Secretary from 2007 to 2012 and Senior Vice President-General Counsel from 2002 to 2007 of The Citizens Banking Company; a member of the Board of Directors of Water Street Properties, Inc. since 2003; a member of the Board of Directors of First Citizens Insurance Agency, Inc. since 2003; and a member of the Board of Directors of SCC Resources, Inc. from 2004 to 2009.

Paul J. Stark		55	Senior Vice President since 2010 of First Citizens; Senior Vice President since 2010 of The Citizens Banking Company; Senior Vice President and Chief Credit Officer from 2009 to 2010 of First National Bank, Howell, Michigan; Senior Vice President and Director of Credit Risk Management from 2005 to 2008 of FirstMerit Corporation; and Senior Vice President and Director of Loan Review from 2003 to 2005 of FirstMerit Bank.

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BENEFICIAL OWNERSHIP OF COMMON SHARES

The following table sets forth information concerning the only persons known to the Company to own beneficially more than 5% of the outstanding common shares of the Company as of October 25, 2013.

Name and Address

of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
Class (1)

George L. Mylander

155 Sunset Drive

Sandusky, Ohio 44870

403,183 shares held by George L. Mylander, Trustee, UA Oct 4 01, George L. Mylander Voting Trust Agreement

5.23

(1)	Percent of Class is computed based on 7,707,917 Common Shares outstanding on October 25, 2013.

The following table sets forth information regarding the beneficial ownership of the Company’s common shares for each of the current directors of the Company, each of the individuals named in the Summary Compensation Table set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed on March 19, 2013, and all directors and executive officers of the Company as a group both (i) as of October 25, 2013 and (ii) on a pro forma basis upon the completion of this offering (assuming the sale of the maximum of 1,000,000 depositary shares in this offering).


						*Pro Forma*
Name of Beneficial Owner or Number of Persons in Group (1)	Amount and Nature of Beneficial Ownership		Percent of Class Before this Offering (2)			Depositary Shares Expected to be Purchased in this Offering (3)		Percent of Class After this Offering (4)
Thomas A. Depler (5)		21,962		*			4,000		*

Allen R. Maurice (6)		58,931		*			8,000		*

James O. Miller (7)		8,520		*			2,000		*

W. Patrick Murray (8)		180,736		2.34	%		8,000		2.36	%

Allen R. Nickles (9)		72,425		*			4,000		*

John P. Pheiffer (10)		32,230		*			—		*

David A. Voight (11)		12,242		*			1,600		*

Daniel J. White (12)		1,632		*			10,000		*

Richard J. Dutton (13)		500		*			400		*

Todd A. Michel (14)		23		*			200		*

James E. McGookey (15)		2,213		*			400		*

Charles C. Riesterer		—		*			—		*

All current executive officers and directors as a group (15 persons)		395,614		5.13	%		41,400		5.20	%

*	Indicates beneficial ownership of less than one percent of the outstanding common shares of the Company.

(1)

Unless otherwise indicated, each executive officer or director has voting and investment power with respect to all of the common shares reflected in the table for such executive officer or director. The mailing address of each of the executive officers and directors of the Company is 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870.

(2)

Percent of Class Before this Offering is computed based on the sum of (a) 7,707,917 common shares outstanding on October 25, 2013, and (b) the number of common shares, if any, as to which the named person or group has the right to acquire beneficial ownership upon the exercise of options which are currently exercisable or will first become exercisable within 60 days after October 25, 2013.

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(3)	Represents the number of depositary shares as to which the named person or group has submitted an indication of interest to purchase.

(4)

Computed on a pro forma basis based on the sum of (a) 7,707,917 common shares outstanding on October 25, 2013, (b) the number of common shares, if any, as to which the named person or group has the right to acquire beneficial ownership upon the exercise of options which are currently exercisable or will first become exercisable within 60 days after the completion of this offering and (c) the number of common shares, if any, as to which the named person or group has the right to acquire beneficial ownership upon the conversion of the depositary shares as to which the named person or group has submitted an indication of interest to purchase.

(5)	Includes 9,168 shares held by Thomas A. Depler Trust, as to which Mr. Depler, as trustee, has voting and investment power; and 12,794 shares held jointly by Thomas A. Depler and his spouse, Nancy S. Depler, as to which they have shared voting and investment power.

(6)	Includes 1,641 shares owned by Allen R. Maurice; 450 shares owned by Susan C. Maurice, spouse of Allen R. Maurice, as to which she has voting and investment power; and 56,840 shares held by Allen R. Maurice IRA.

(7)	Includes 4,240 shares held by James O. Miller IRA; 3,800 shares held by Martha M. Miller IRA, as to which Mr. Miller’s spouse has voting and investment power; and 480 shares owned by the children of James O. Miller, as to which Mr. Miller, as custodian, has voting and investment power.

(8)

Includes 25,064 shares held by W. Patrick Murray Trust, as to which Mr. Murray’s spouse has voting and investment power; 32,672 shares held by W. Patrick Murray IRA; 116,500 shares held by Louise Murray Trust, as to which Mr. Murray has voting and investment power; and 6,500 shares owned by Mr. Murray’s spouse, Louise Murray, as to which she has voting and investment power.

(9)

Includes 69,200 shares held by Allen R. Nickles SEP IRA; 1,200 shares held by Allen R. Nickles IRA; 800 shares owned by Diane Nickles, spouse of Allen R. Nickles, as to which she has voting and investment power; 500 shares held by Diane Nickles IRA, as to which she has voting and investment power; and 725 shares owned by a child of Allen R. Nickles, as to which Mr. Nickles, as custodian, has voting and investment power.

(10)	Includes 3,245 shares held by John P. Pheiffer IRA: 21,354 shares owned by John P. Pheiffer; 7,631 shares held by C. Pheiffer Trust, as to which Mr. Pheiffer, as trustee, has voting and investment power.

(11)	Includes 12,242 shares held by The Voight Family Trust, as to which Mr. Voight, and his spouse, Ann S. Voight, as trustees, have voting and investment power.

(12)	Includes 804 shares owned by Daniel J. White; and 828 shares held by Daniel J. White IRA.

(13)	Includes 500 shares held by Richard J. Dutton IRA.

(14)	Includes 23 shares held jointly by Todd A. Michel and Lynn A. Michel, spouse of Todd A. Michel, as to which they exercise shared voting and investment power.

(15)	Includes 985 shares held by James E. McGookey IRA; and 1,228 shares held jointly by Mr. McGookey and his spouse, Anne H. McGookey, as to which they have shared voting and investment power.

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RELATED PARTY TRANSACTIONS

Certain directors of the Company beneficially own Series A Preferred Shares, which were originally issued and sold to the U.S. Treasury on January 23, 2009 in conjunction with our participation in TARP and subsequently sold by the U.S. Treasury pursuant to a modified “Dutch auction” process on July 3, 2012. As described above under “Use of Proceeds,” subject to our receipt of approval from the Federal Reserve, we intend to redeem the Series A Preferred Shares promptly following the completion of the sale of the depositary shares and prior to the increase in the dividend rate on the Series A Preferred Shares from 5% to 9% per annum beginning on February 14, 2014. Upon the redemption of the Series A Preferred Shares, the directors of the Company who beneficially own Series A Preferred Shares would be entitled to receive redemption proceeds equal to the sum of (i) $1,000 per Series A Preferred Share, which is the liquidation preference amount per Series A Preferred Share, and (ii) any accrued and unpaid dividends to but excluding the date of redemption.

The following table sets forth information regarding the beneficial ownership of the Company’s Series A Preferred Shares by directors of the Company. None of the executive officers or other directors of the Company beneficially own any outstanding Series A Preferred Shares.


Name of Director (1)		Number of Series A Preferred Shares Beneficially Owned
W. Patrick Murray		5,698

Daniel J. White		285

(1)	Unless otherwise indicated, each director has voting and investment power with respect to all of the Series A Preferred Shares reflected in the table.

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DESCRIPTION OF THE SERIES B PREFERRED SHARES

This section summarizes specific terms and provisions of the Series B Preferred Shares. The description of the Series B Preferred Shares contained in this section does not purport to be complete and is qualified in its entirety by the actual terms of the Series B Preferred Shares, as are stated in the “Certificate of Amendment to Articles” filed with the Ohio Secretary of State on November 1, 2013 to establish the express terms of the Series B Preferred Shares, a copy of which is attached as Exhibit 3.4 to the Registration Statement of which this prospectus constitutes a part and incorporated by reference into this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

The Series B Preferred Shares are a single series of our authorized preferred shares. We are offering up to 1,000,000 depositary shares, representing 25,000 Series B Preferred Shares in the aggregate by this prospectus. Series B Preferred Shares, upon issuance against full payment of the purchase price for the depositary shares, will be fully paid and nonassessable. The depositary will be the sole holder of the Series B Preferred Shares. The holders of depositary shares will be required to exercise their proportional rights in the Series B Preferred Shares through the depositary, as described below under “Description of the Depositary Shares.”

The Series B Preferred Shares have no stated maturity and will not be subject to any sinking fund or other obligation of First Citizens to redeem or repurchase the Series B Preferred Shares. The Series B Preferred Shares will not be insured or guaranteed by the FDIC or any other government agency or instrumentality.

We reserve the right to reopen this series and issue additional Series B Preferred Shares either through public or private sales at any time and from time to time. The additional shares would form a single series with the Series B Preferred Shares offered by this prospectus.

Ranking

The Series B Preferred Shares will rank:

•

senior to our junior shares;

•

equally with each other series of parity shares, including the Series A Preferred Shares and any other class or series of preferred shares we may issue in the future that, by its terms, ranks equally to the Series B Preferred Shares in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of First Citizens; and

•

junior to any class or series of stock we may issue in the future that ranks senior to the Series B Preferred Shares in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of First Citizens, and to all of our existing and future debt obligations.

As used in this prospectus, “junior shares” means our common shares and any other class or series of shares of First Citizens hereafter authorized over which the Series B Preferred Shares have preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of First Citizens.

As used in this prospectus, “parity shares” means any other class or series of shares of First Citizens that ranks on parity with the Series B Preferred Shares in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of First Citizens.

Dividend Rights

General. Subject to the rights of any holders of senior shares and parity shares, the holders of Series B Preferred Shares will be entitled to receive, when, as, and if declared by our board of directors, out of our assets legally available for payment, noncumulative cash dividends, payable quarterly, at the rate of 6.50% per annum of the $1,000 liquidation preference. This is equivalent to $65.00 per Series B Preferred Share per annum.

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Dividends on the Series B Preferred Shares will be payable quarterly on the dividend payment dates which are March 15, June 15, September 15 and December 15 of each year, or if such day is not a business day, the next succeeding business day, commencing March 15, 2014. Dividends will be payable from the most recent dividend payment date or, in the case of the dividend payable on March 15, 2014, from the issue date of the Series B Preferred Shares. Dividends payable for any period less than a full quarterly dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable for each full dividend period will be computed by dividing the annual dividend rate by four. 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.

Each declared dividend will be payable to holders of record of Series B Preferred Shares at the close of business on the 15 ^th calendar day prior to the relevant dividend payment date. Regular quarterly dividend periods will commence on and include March 15, June 15, September 15 and December 15 of each year and will end on and include the date preceding the next dividend payment date.

Dividends are noncumulative. If our board of directors fails to declare a dividend for a dividend period, then the holders of the Series B Preferred Shares will have no right to receive a dividend related to that dividend period, and we will have no obligation to pay a dividend for the related dividend period or to pay any interest, whether or not dividends are declared for any future dividend period.

No dividends will be declared or paid or set apart for payment on any junior shares during any calendar quarter unless full dividends on the Series B Preferred Shares for such dividend period have been declared and we have not failed to pay a dividend in the full amount of the Series B Preferred Shares as declared with respect to the period in which such dividend payment to any junior shares would occur. When cash dividends are not paid in full upon the Series B Preferred Shares and other parity shares, if any, dividends upon Series B Preferred Shares and dividends on other parity shares, if any, payable during the dividend period will be declared pro rata so that the amount of dividends payable per share on the Series B Preferred Shares and any other parity shares will in all cases bear to each other the same ratio that full dividends for the then-current dividend period on the Series B Preferred Shares, including any accumulation related to declared and unpaid dividends for prior periods, and full dividends on shares of the other parity shares, including any accumulation related to declared and unpaid dividends for prior periods, bear to each other.

Unless full dividends on the Series B Preferred Shares have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) for any dividend period, then during the dividend period the following restrictions will apply:

•

no dividend or distribution, other than in junior shares, may be declared, set aside or paid on any junior shares;

•

we may not repurchase, redeem or otherwise acquire any of our junior shares, and no monies may be paid to or made available for a sinking fund for the redemption of any of any junior shares, (other than (a) as a result of a reclassification of junior shares for or into other junior shares, (b) the exchange or conversion of one junior share for or into another junior share, (c) through the use of the proceeds of a substantially contemporaneous sale of other junior shares, (d) purchases, redemptions or other acquisitions of junior shares in connection with any employment contract, benefit plan or other similar arrangement or (e) the purchase of fractional interests in junior shares pursuant to the conversion or exchange provisions of such shares or the security being converted or exchanged); and

•

we may not repurchase, redeem or otherwise acquire any parity shares (except by conversion into or exchange of junior shares) other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Shares and such parity shares.

There can be no assurances that any dividends on the Series B Preferred Shares will be declared or, if declared, what the amounts of dividends will be or whether these dividends, if declared for any dividend period,

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will continue for any future dividend period. The declaration and payment of future dividends on the Series B Preferred Shares will be subject to, among other things, business conditions, regulatory considerations, our earnings and financial condition and the judgment of our board of directors.

We may not declare, pay or set aside for payment any dividends on the Series B Preferred Shares if such dividends would cause the Company to fail to comply with applicable laws and regulations, including applicable bank regulatory capital adequacy guidelines.

Holders of the Series B Preferred Shares are entitled to receive dividends when, and as and if declared by our board of directors, out of funds legally available for that purpose. Our ability to pay dividends is primarily dependent upon receiving cash in the form of dividends from Citizens. However, certain restrictions exist regarding the ability of Citizens to pay cash dividends. See “Business — Supervision and Regulation” beginning on page 36 of this prospectus.

Liquidation Preference

The amount which the holders of outstanding Series B Preferred Shares will be entitled to receive in the event of our liquidation, dissolution or winding up, whether voluntary or not, after payment or provision for payment of our debts and other liabilities, out of our assets available for distribution to shareholders, before any distribution of assets is made to the holders of our common shares or any junior shares as to distributions, will initially be $1,000 per share, plus dividends declared and unpaid, if any, for any prior dividend periods (if we have received the prior approval of the Federal Reserve) and the then-current dividend period, to the date fixed for liquidation, dissolution or winding up, before any amount is paid or distributed. The amount that holders of Series B Preferred Shares will be entitled to receive in the event of our liquidation, dissolution or winding up is subject to adjustment whenever there is a share split, combination, reclassification or other similar event involving the Series B Preferred Shares, as determined by the board of directors.

If, upon any voluntary or involuntary liquidation, dissolution or winding up, the amounts payable related to the Series B Preferred Shares and any parity shares shall be insufficient to pay in full the amount to which such holders are entitled, the holders of the Series B Preferred Shares and parity shares will share ratably in any distribution of assets in proportion to the full respective distributable amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of the Series B Preferred Shares will not be entitled to any further participation in any distribution of our assets. All distributions made with respect to the Series B Preferred Shares in connection with any liquidation, dissolution or winding up will be made pro rata to the holders of Series B Preferred Shares.

Neither the sale, lease, exchange or conveyance for cash, shares of stock, other securities or other consideration of all or substantially all the assets or business of First Citizens (other than in connection with the voluntary or involuntary liquidation, winding-up or dissolution of First Citizens) nor the merger, consolidation or share exchange of First Citizens into or with any other person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, of First Citizens.

Conversion Rights

General. Each share of Series B Preferred Shares, unless previously redeemed, will be convertible at the option of the holder into the number of our common shares equal to the quotient achieved when $1,000 is divided by the conversion price (initially $7.82) as may be subsequently adjusted, see ‘‘— Adjustments to the Conversion Price” beginning on page 50. The initial conversion price of $7.82 is equivalent to a 19.4% premium over $6.55 per share, the last reported sale price of our common shares on the NASDAQ Capital Market on October 31, 2013. Except as otherwise provided, (i) our Series B Preferred Shares will only be convertible into our common shares and (ii) each holder of Series B Preferred Shares will only be entitled to convert such shares to the extent that the conversion would not result in such holder and its affiliates, collectively, being deemed to

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own, control or have the power to vote (for purposes of the BHCA, or the Change in Bank Control Act of 1978, as amended (“CIBC Act”), and any rules and regulations promulgated thereunder) 10% or more of any class of our then outstanding voting securities.

In case any Series B Preferred Shares are to be redeemed by us or converted at our option, the right of a holder of Series B Preferred Shares to voluntarily convert those Series B Preferred Shares will terminate if we have not received such holder’s conversion notice by 5:00 p.m., New York City time, on the trading day immediately preceding the date we have fixed for redemption or the applicable conversion date in the event we exercise our conversion option.

Conversion Procedures . The conversion right of a holder of Series B Preferred Shares shall be exercised by (i) the delivery to the transfer agent of a written notice (in the form provided by the transfer agent) that the holder elects to convert the number of shares of the Series B Preferred Shares specified in such notice, or the conversion notice, and (ii) if required, the payment by the holder of all transfer and similar taxes. If the shares of the Series B Preferred Shares that the holder wishes to convert are represented by one or more physical certificates, the holder will be required to surrender such physical certificate or certificates to us or the transfer agent (properly endorsed or assigned for transfer, if so required by us or the transfer agent).

Immediately prior to the close of business on the date of conversion, each converting holder shall be deemed to be the holder of record of common shares issuable upon conversion of such holder’s Series B Preferred Shares notwithstanding that our share register shall then be closed or that, if applicable, physical certificates representing such common shares shall not then be actually delivered to such holder. On the date of any conversion, all rights of any holder with respect to the Series B Preferred Shares, so converted, including the rights, if any, to receive distributions of our assets (including the liquidation preference) or notices from us, will terminate, except for the rights of any such holder to (i) receive physical certificates (if applicable) for the number of whole common shares into which such Series B Preferred Shares have been converted and cash in lieu of any fractional share, and (ii) exercise the rights to which he, she or it is entitled as a holder of common shares into which such Series B Preferred Shares have been converted.

The transfer agent will, on behalf of the converting holder, convert the holder’s Series B Preferred Shares into common shares, in accordance with the terms of the notice delivered by such holder. The common shares and cash in lieu of any fractional share due to a converting holder will be delivered to the holder and each surrendered physical certificate, if any, will be canceled and retired.

Holders of Series B Preferred Shares are not eligible to exercise any rights of a common shareholder until they have converted their Series B Preferred Shares into common shares.

If more than one Series B Preferred Share is surrendered for conversion at the same time, the number of whole common shares issuable on conversion of those Series B Preferred Shares will be computed on the basis of the total number of Series B Preferred Shares so surrendered.

Before the delivery of any securities upon conversion of the Series B Preferred Shares, we will comply with all applicable federal and state laws and regulations. All common shares delivered upon conversion of the Series B Preferred Shares will, upon delivery, be duly authorized, validly issued, fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights.

Dividends. If the conversion date occurs on or before the close of business on a dividend record date, the holder of Series B Preferred Shares will not be entitled to receive any portion of the dividend payable, if any, on such converted Series B Preferred Shares on the corresponding dividend payment date.

If the conversion date occurs after the dividend record date but prior to the corresponding dividend payment date, the holder of record of the Series B Preferred Shares on the dividend record date will receive on that

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dividend payment date dividends declared and paid on those shares, notwithstanding the conversion of those shares prior to that dividend payment date, because such holder will have been the shareholder of record on the corresponding dividend record date. At the time that such holder surrenders the shares for conversion, however, it must pay to us an amount equal to the dividend that has been declared and that has been paid, or will be paid, on the related dividend payment date.

If the holder of Series B Preferred Shares is a holder of record on a dividend record date who converts such Series B Preferred Shares into common shares on or after the corresponding dividend payment date, such holder will be entitled to receive the dividend payable on such shares on such dividend payment date, and such holder will not need to include payment of the amount of such dividend upon surrender for conversion of such shares.

Fractional Shares. No fractional common shares or securities representing fractional common shares will be issued upon any conversion of any shares of the Series B Preferred Shares. If the conversion of any share or shares results in a fraction of a common share, an amount equal to such fraction multiplied by the market value (described below) of our common shares, will be paid to such holder in cash by us.

The market value of our common shares on a particular day will be the average closing price of our common shares for a 30 consecutive trading day period prior to the date of measurement on the NASDAQ Capital Market or such other national securities exchange or automated quotation system on which our common shares are then listed or authorized for quotation or, if our common shares are not so listed or authorized for quotation, an amount determined in good faith by our board of directors to be the fair value of our common shares.

Mandatory Conversion at Our Option

General. On or after the sixth anniversary of the issue date we may, at our option, require holders of Series B Preferred Shares to convert their shares into our common shares.

We may exercise our conversion option only if: (i) the closing sale price of 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 the exercise of our conversion option; and (ii) we have declared and paid full dividends for four consecutive quarters on the Series B Preferred Shares prior to the issuance of the press release.

If converted pursuant to our conversion option, the Series B Preferred Shares will be converted into the number of common shares equal to the quotient achieved when the liquidation preference (initially $1,000) is divided by the conversion price then in effect (initially $7.82).

Conversion Procedures. To exercise our conversion option, we will furnish written notification by issuing a press release for publication on a news wire service and by first class mail to the holders of the Series B Preferred Shares providing the relevant information to the public prior to the opening of business on the fifth trading day following any date on which the conditions for our conversion option are met, announcing our intent to exercise the conversion option.

In addition to any information required by applicable law or regulation, the press release and notice of the exercise of our conversion option will state, as appropriate:

•

the conversion option date (which will be the day we issue the press release);

•

the number of our common shares to be issued upon conversion of each Series B Preferred Share; and

•

that dividends on the Series B Preferred Shares to be converted will cease to accrue on the conversion option date.

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Upon the exercise of our conversion option and the surrender of shares by a holder, we will issue and deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order (i) certificates representing the number of validly issued, fully paid and non-assessable whole common shares to which a holder of Series B Preferred Shares being converted, or a holder’s transferee, shall be entitled, and (ii) cash in lieu of any fractional interest in respect of a common share arising upon such conversion.

Each conversion shall be deemed to have been made at the close of business on the conversion option date so that the rights of the holder shall cease except for the right to receive the fully paid and non-assessable common shares and cash in lieu of fractional shares and the person entitled to receive common shares shall be treated for all purposes as having become the record holder of those common shares at that time.

Dividends. If we exercise our conversion option and the conversion option date is a date that is prior to the close of business on any record date for a dividend, the holder shall not be entitled to receive any portion of the dividend payable for such dividend period on such converted shares on the corresponding dividend payment date.

If we exercise our conversion option and the conversion option date is a date that is after the close of business on any record date and prior to the close of business on the corresponding dividend payment date, all dividends for that dividend period with respect to the Series B Preferred Shares called for conversion on such date, which are declared and paid shall be payable on such dividend payment date to the record holder of such shares on such record date.

Fractional Shares. No fractional common shares or securities representing fractional common shares will be issued upon any conversion of any Series B Preferred Shares. If the conversion of any Series B Preferred Shares results in a fraction of a common share, an amount equal to such fraction multiplied by the market value, shall be paid to such holder in cash by us.

Adjustments to the Conversion Price

The conversion price will be subject to adjustment if, after the issue date, any of the following events occur; provided that any such adjustment will be made only to the extent that the adjustment would not cause or result in any holder of Series B Preferred Shares and its affiliates, collectively, being deemed to own, control or have the power to vote (for purposes of the BHCA or the CIBC Act and any rules and regulations promulgated thereunder) 10% or more of any class of our then outstanding voting securities:

•

we issue any of our common shares as a dividend or distribution on our common shares, subject to certain exceptions;

•

we subdivide, split or combine our common shares;

•

we issue to all holders of our common shares rights or warrants entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase our common shares at less than the then-current market value, subject to certain exceptions;

•

we make a distribution to all holders of our common shares of evidences of our indebtedness, cash or other assets, including securities, subject to certain exceptions;

•

we make a distribution to all holders of our common shares consisting only of cash, subject to certain exceptions including cash dividends on our common shares to the extent a full cash dividend is paid on the Series B Preferred Shares for the most recently completed dividend period; or

•

we complete a tender or exchange offer for our common shares where the cash and the value of any other consideration included in the payment per common share exceeds the closing sales price per common share on the trading day immediately succeeding the expiration of the tender or exchange offer.

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Dividends and Distributions of Common Shares . In the case of the dividends and distributions of our common shares described above in the first bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the trading day immediately prior to the first date on which our common shares trade without the right to receive the issuance, dividend or distribution, or the ex-date, by the following fraction:


		OS ₀
		OS ₁

Where,


OS ₀	=	the number of our common shares outstanding immediately prior to the ex-date for such dividend or distribution.

OS ₁	=	the sum of the number of our common shares outstanding immediately prior to the ex-date for such dividend or distribution plus the total number of our common shares constituting such dividend or distribution.

This adjustment will become effective at 9:00 a.m., New York City time, on the ex-date for such dividend or distribution; provided, however, if such dividend or distribution is declared but not paid or made, the conversion price shall be readjusted as if such dividend or distribution had not been declared.

Subdivisions, Splits and Combination of Common Shares . In the case of the subdivisions, splits and combinations of our common shares described above in the second bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the trading day immediately prior to the effective date of such subdivision, split or combination, by the following fraction:


		OS ₀
		OS ₁

Where,


OS ₀	=	the number of our common shares outstanding immediately prior to the effective date of such subdivision, split or combination.

OS ₁	=	the number of our common shares outstanding immediately after the opening of business on the effective date of such subdivision, split or combination.

This adjustment will become effective at 9:00 a.m., New York City time, on the effective date of such subdivision, split or combination; provided, however, if our outstanding common shares are not subdivided, split or combined, the conversion price shall be readjusted as if such subdivision, split or combination had not been announced.

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Issuance of Stock Purchase Rights . In the case of the issuance of the rights or warrants described above in the third bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the trading day immediately prior to the first date on which our common shares trade without the right to receive the issuance, or the ex-date, by the following fraction:


		OS ₀ + Y
		OS ₀ + X

Where,


OS ₀	=	the number of our common shares outstanding immediately prior to the ex-date for such distribution.

X	=	the total number of our common shares issuable pursuant to such rights or warrants.

Y	=	the number of our common shares equal to the aggregate price payable to exercise such rights or warrants divided by the market value as of the date immediately prior to the ex-date for such distribution.

This adjustment will become effective immediately prior to 9:00 a.m., New York City time, on the ex-date for such issuance; provided, however, if (i) such rights or warrants described are not so issued, the conversion price shall be readjusted as if such issuance had not been declared and (ii) such rights or warrants are not exercised prior to their expiration or our common shares are not otherwise delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the conversion price shall be readjusted to such conversion price that would have been in effect had the adjustment been made based on the number of Common Shares actually delivered.

Debt or Asset Distributions . In the case of the debt and asset distributions described above in the fourth bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the trading day immediately prior to the first date on which our common shares trade without the right to receive the distribution, or the ex-date, by the following fraction:


		SP ₀ - FMV
		SP ₀

Where,


SP ₀	=	the market value per common share on such date.

FMV	=	the fair market value of the portion of the distribution applicable to one common share on such date as reasonably determined by our board of directors.

This adjustment will become effective immediately prior to 9:00 a.m., New York City time, on the ex-date for such distribution; provided, however, if such distribution is not paid or made, the conversion price shall be readjusted as if such distribution had not been declared.

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Cash Distributions . In the case of the cash distributions described above in the fifth bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the trading day immediately prior to the first date on which our common shares trade without the right to receive the distribution, or the ex-date, by the following fraction:


		SP ₀ - DIV
		SP ₀

Where,


SP ₀	=	the closing sales price per common share on the trading day immediately preceding the ex-date.

DIV	=	the amount per common share of the distribution.

This adjustment will become effective immediately prior to 9:00 a.m., New York City time, on the ex-date for such distribution; provided, however, if such distribution is not made, the conversion price shall be readjusted as if such distribution had not been declared.

Tender Offers and Exchange Offers . In the case of the tender offers and exchange offers described above in the sixth bullet point, the conversion price will be adjusted by multiplying the conversion price in effect at 5:00 p.m., New York City time, on the expiration date of the offer, by the following fraction:


		OS ₀ * SP ₀
		AC + (SP ₀ * OS ₁ )

Where,


SP ₀	=	the closing sales price per common share on the trading day immediately succeeding the expiration of the tender or exchange offer.

OS ₀	=	the number of our common shares outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS ₁	=	the number of our common shares outstanding immediately after the expiration of the tender or exchange offer.

AC	=	the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by our board of directors.

This adjustment will become effective immediately prior to 9:00 a.m., New York City time, on the trading day immediately following the expiration of the tender or exchange offer; provided, however, if we are prevented by applicable law from effecting any purchases of our common shares pursuant to a tender offer or exchange offer, or all such purchases are rescinded, the conversion price shall be readjusted as if such tender offer or exchange offer had not been made.

No adjustment in the conversion price will be required if such adjustment would be less than $0.01. Any adjustment not made due to this limitation must be carried forward, however, and taken into account in any subsequent adjustment determination.

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In the event of a consolidation or merger or similar transaction in which our outstanding common shares are exchanged for, or changed, reclassified or converted into, other stock or securities, or cash or other property, or any combination of stock, cash or property, the outstanding Series B Preferred Shares will, after the transaction, be convertible at each holder’s option or upon the exercise of our conversion option, subject to certain exceptions, on the same terms and conditions into the consideration receivable by a holder of the number of common shares into which Series B Preferred Shares could have been converted immediately prior to the transaction.

The Series B Preferred Shares do not have rights protecting its holders against dilution resulting from the sale of additional common shares by us.

Voting Rights

The holders of our Series B Preferred Shares have no voting rights except as required by Ohio law and as set forth in the certificate of designation. In any matter in which the Series B Preferred Shares may vote, each Series B Preferred Share will represent one vote.

The affirmative vote or consent of at least two-thirds (2/3) of the votes entitled to be cast by the holders of the outstanding Series B Preferred Shares, voting separately as a class, in addition to any other vote required by our certificate, the certificate of designation or Ohio law, will be required to:

•

amend, alter or repeal any provision of our Articles or the certificate of designation, if the amendment, alteration or repeal would materially and adversely affect the rights, preferences, powers or privileges of the Series B Preferred Shares;

•

create, authorize, issue or increase the authorized or issued amount of any class or series of any of our equity securities, or any warrants, options or other rights convertible or exchangeable into any class or series of any of our equity securities, which would constitute senior shares or parity shares or reclassify any of our authorized shares into any such shares, or create, authorize or issue any obligation or security convertible into, exchangeable or exercisable for, or evidencing the right to purchase any such shares; or

•

enter into or consummate any (i) reclassification of our outstanding common shares (other than a change in par value, or from no par value to par value, or from par value to no par value), (ii) consolidation, merger or share exchange with or into another entity or any merger, consolidation or share exchange of another entity with or into us (other than a consolidation, merger or share exchange in which we are the resulting or surviving entity and which does not result in any reclassification of our outstanding common shares), or (iii) sale, lease or other disposition to another person or entity of all or substantially all of our assets; provided, however, that the holders of Series B Preferred Shares will have no right to vote regarding our entry into or consummation of such an event if, upon the consummation of the event, (A) the Series B Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such Series B Preferred Shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Shares, taken as a whole.

Except as otherwise required by law, we may, without the consent of any holder of Series B Preferred Shares, (y) increase the authorized number of Series B Preferred Shares or issue additional Series B Preferred Shares; or (z) authorize, increase the authorized amount of, or issue shares of parity shares (provided that dividend rights are noncumulative) and junior shares, provided that such parity or junior shares does not rank senior to the Series B Preferred Shares as to dividend rights, upon liquidation, winding-up or dissolution.

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Optional Redemption

General. The Series B Preferred Shares are redeemable at our option with the prior approval of the Federal Reserve, if required, in whole or in part, at any time or from time to time, out of funds legally available for payment, on or after the sixth anniversary of the issue date.

The cash redemption price will be the liquidation preference, initially $1,000 per share of Series B Preferred Shares, plus declared and unpaid dividends, if any, for prior dividend periods (if we have received the approval of the Federal Reserve) and the then-current dividend period.

If fewer than all of the outstanding Series B Preferred Shares are to be redeemed, we will select those to be redeemed pro rata, or by lot, or in any other manner as our board of directors may determine. If a partial redemption of the Series B Preferred Shares would result in the delisting of the Series B Preferred Shares from any national securities exchange on which the Series B Preferred Shares are then listed, we may only redeem the Series B Preferred Shares in whole.

On and after the date fixed for redemption, provided that the redemption price has been paid or provided for, dividends will no longer be payable on the Series B Preferred Shares called for redemption. These shares will no longer be deemed to be outstanding, and the holders of these shares will have no rights as shareholders, except the right to receive the amount payable on redemption, without interest, upon surrender of the certificates evidencing the Series B Preferred Shares to be redeemed.

We will not redeem or set aside funds for the redemption of any parity shares unless prior to or contemporaneously we redeem, or set aside funds for the redemption of, a number of Series B Preferred Shares whose liquidation preference bears the same relationship to the aggregate liquidation preference of all Series B Preferred Shares then outstanding as the liquidation preference of any parity shares then outstanding.

Redemption Procedures. We will furnish written notice of the redemption by issuing a press release for publication on a newswire service and by first class mail to each holder not less than 30 nor more than 60 days in advance of the redemption date. In addition to any information required by applicable law or regulation, the press release, if any, and this notice, shall state, as appropriate:

•

the redemption date;

•

the total number of Series B Preferred Shares to be redeemed;

•

that each Series B Preferred Share to be redeemed will be redeemed for cash in an amount equal to the redemption price;

•

that dividends on the Series B Preferred Shares to be redeemed will cease to be payable on the redemption date, unless we default in the payment of the redemption price;

•

that the right of the holders to voluntarily convert Series B Preferred Shares into common shares will terminate at the close of business on the business day preceding the redemption date, unless we default in the payment of the redemption price; and

•

that if any Series B Preferred Shares held by any holder are represented by one or more physical certificates, such holder must surrender to us or the transfer agent, in the manner and at the place or places designated, such physical certificate or certificates representing the Series B Preferred Shares to be redeemed.

If we redeem a holder’s Series B Preferred Shares, such holder’s right to voluntarily convert the redeemed Series B Preferred Shares shall terminate at 5:00 p.m., New York City time, on the trading day immediately preceding the date fixed for redemption.

Each holder of one or more physical certificates representing Series B Preferred Shares must surrender such physical certificate or certificates to us or our transfer agent (properly endorsed or assigned for transfer, if we

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shall so require and the redemption notice shall so state), in the manner and at the place or places designated in the redemption notice, and the full redemption price for such shares will be payable in cash on the redemption date to the holder, and each surrendered physical certificate will be canceled and retired.

Preemptive Rights

No holder of any Series B Preferred Shares will have any preemptive right to subscribe to the Company’s capital stock, obligations, warrants or other securities of any class, whether now or authorized in the future.

No Other Rights

Neither our common shares nor our preferred shares, including the Series B Preferred Shares, will have any preferences, voting powers or relative, participating, option or other special rights, except as set forth in our Articles (including any applicable amendment to our Articles) or as otherwise required by law.

Transfer Agent and Registrar

The transfer agent for the Series B Preferred Shares will be Illinois Stock Transfer Company.

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DESCRIPTION OF THE DEPOSITARY SHARES

This section summarizes specific terms of the depositary shares. The description of the depositary shares contained in this section is not complete and is subject to, and qualified in its entirety by reference to, the provisions of the Deposit Agreement (including the form of depositary receipt contained therein), a copy of which is attached as Exhibit 4.4 to the Registration Statement of which this prospectus constitutes a part.

General

We are issuing depositary shares representing proportional fractional interests in the Series B Preferred Shares. Each depositary share represents a 1/40th fractional interest in a Series B Preferred Share and will be evidenced by depositary receipts, as described below under “— Book-Entry Issuance.” The Series B Preferred Shares underlying the depositary shares will be deposited with Illinois Stock Transfer Company, as depositary, under a deposit agreement among us, the depositary and the holders from time to time of the depositary receipts evidencing the depositary shares. Subject to the terms of the deposit agreement, each holder of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a Series B Preferred Share represented by such depositary share, to all the rights, preferences and privileges of the Series B Preferred Shares represented thereby (including dividend, voting, redemption, conversion and liquidation rights).

In this prospectus, references to “holders” of depositary shares mean those who have depositary shares registered in their own names on the books that we or the depositary maintain for this purpose. You should review the special considerations that apply to indirect holders described below under “— Book-Entry Issuance.”

Immediately following our issuance of the Series B Preferred Shares, we will deposit the Series B Preferred Shares with the depositary. Initially, we will issue the depositary shares in book-entry only form through the direct registration system of our transfer agent and the depositary will deliver written confirmation to purchasers of depositary shares. Subsequently, depositary shares may (1) be issued in the form of physical depositary receipts, (2) be issued in book-entry form with the Depository Trust Company (“DTC”) or (3) continue to be held in book-entry form through the transfer agent. See “— Book-Entry Issuance” below.

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements and all charges of the depositary in connection with the initial deposit of the Series B Preferred Shares, the initial issuance of the depositary shares, all withdrawals of Series B Preferred Shares by holders of depositary shares and the registration of transfers of title to any depositary shares. However, holders of depositary shares will pay other transfer and other taxes and governmental charges and the other charges expressly provided in the deposit agreement to be for their accounts.

Dividends

Each dividend payable on a depositary share will be in an amount equal to 1/40th of the dividend declared and payable on the related Series B Preferred Share.

The depositary will distribute all cash dividends or other cash distributions received on the Series B Preferred Shares to the record holders of depositary shares in proportion to the number of depositary shares held by the holders on the record date fixed by us for the Series B Preferred Shares. In the event that the calculation of such amount to be paid results in an amount which is a fraction of one cent, the amount the depositary shall distribute to such record holder shall be rounded to the next highest whole cent if such fraction of one cent is equal to or greater than $0.005. Otherwise, the fractional amount shall be disregarded by the depositary.

If we make a distribution other than in cash, the depositary will distribute the property it receives to the record holders of depositary receipts in proportion to the number of depositary shares evidenced by depositary receipts those holders own on the relevant record date, unless the depositary determines (after consultation with us) that the distribution cannot be made proportionately among those holders or that it is not feasible to make the

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distribution. In that event, the depositary may, with our approval, adopt any other method for such distribution as it deems equitable and appropriate, including the sale of such property (at such place or places and upon such terms as it may deem equitable and appropriate) and distribution of the net proceeds from such sale to such holders.

The amount distributed to holders of depositary shares will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges. The depositary may refuse to make any payment or distribution, or any transfer, exchange, or withdrawal of any depositary shares or the Series B Preferred Shares until such taxes or other governmental charges are paid.

Voting

Because each depositary share represents a 1/40th interest in a Series B Preferred Share, holders of depositary receipts will be entitled to 1/40th of a vote per depositary share under those limited circumstances in which holders of the Series B Preferred Shares are entitled to a vote.

Upon receiving notice of any meeting at which the holders of the Series B Preferred Shares are entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the depositary shares. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the Series B Preferred Shares, may instruct the depositary how to exercise his or her voting rights. The depositary will endeavor, insofar as practicable, to vote or cause to be voted the maximum number of whole Series B Preferred Shares represented by those depositary shares in accordance with those instructions received sufficiently in advance of the meeting, and we will take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. If the depositary does not receive specific instructions from the holders of any depositary shares representing the Series B Preferred Shares, it will not vote the amount of the Series B Preferred Shares represented by such depositary shares.

Conversion

If we elect to exercise our conversion option, the depositary will convert all depositary shares into our common shares equal to the applicable fraction or multiple of the common shares into which the Series B Preferred Shares has been converted plus any cash for a fractional share interest.

If a holder elects to convert the holder’s depositary shares, the depositary will convert Series B Preferred Shares into a sufficient number of our common shares equal to the applicable fraction or multiple of the common shares represented by the depositary shares for which conversion has been elected plus any cash for any fractional share interest.

After the conversion, the depositary shares will no longer be deemed to be outstanding, and all rights of holders of the depositary shares will cease, except the right to receive the common shares and cash to which the holders are entitled to receive upon the conversion upon the surrender to the depositary of the depositary shares representing the depositary receipts. Any common shares and cash deposited by us with the depositary for any depositary shares that the holders fail to convert will be returned to us after a period of two years from the date they are deposited.

Redemption

Whenever we redeem Series B Preferred Shares, the depositary will redeem depositary shares from any proceeds received by the depositary resulting from the redemption, in whole or in part, of the Series B Preferred Shares represented by those depositary shares. The redemption price per depositary share will equal the applicable fraction or multiple of the redemption price per share payable with respect to the Series B Preferred Shares. If less than all the depositary shares will be redeemed, the depositary shares to be redeemed will be selected by lot or substantially equivalent method determined by the depositary.

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After the date fixed for redemption, the depositary shares called for redemption will no longer be deemed to be outstanding, and all rights of the holders of the depositary shares will cease, except the right to receive the monies payable and any other property to which the holders were entitled upon the redemption upon surrender to the depositary of the depositary receipts evidencing the depositary shares. Any funds deposited by us with the depositary for any depositary shares that the holders fail to redeem will be returned to us after a period of two years from the date the funds are deposited.

Miscellaneous

The depositary will forward to the holders of depositary shares all reports and communications from us which are delivered to the depositary and which we are required to furnish to the holders of the Series B Preferred Shares. In addition, the depositary will make available for inspection by holders of depositary shares at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications received from us which are received by the depositary as the holder of Series B Preferred Shares.

Listing

We have applied for the depositary shares to be listed on the NASDAQ Capital Market under the symbol “FCZA–B.” If the application for listing is approved, trading of the depositary shares is expected to commence within 30 days following the initial issuance of the depositary shares. However, no assurance can be given that any trading market will develop in the depositary shares.

Depositary, Transfer Agent and Registrar

Illinois Stock Transfer Company will be the depositary, transfer agent and registrar for the depositary shares.

Book-Entry Issuance

Initially, we will issue the depositary shares in book-entry only form through the direct registration system of our transfer agent and the depositary will deliver written confirmation to purchasers of depositary shares. Subsequently, depositary shares may (1) be issued in the form of physical depositary receipts, (2) be issued in book-entry form with DTC or (3) continue to be held in book-entry form through the transfer agent.

Upon request, the Depositary and the Company will make application to DTC for acceptance of all or a portion of the depositary shares for its book-entry settlement system. So long as the depositary shares are eligible for book-entry settlement with DTC, unless otherwise required by law, all depositary shares with book-entry settlement through DTC will be represented by a single receipt (the “DTC Receipt”), which will be deposited with DTC (or its custodian) evidencing all such depositary shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The depositary or our transfer agent or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt will be shown on, and the transfer of such ownership will be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts with DTC.

If issued, the DTC Receipt will be exchangeable for depositary shares only if (i) DTC notifies the Company at any time that it is unwilling or unable to continue to make its book-entry settlement system available for the depositary shares and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency registered under applicable law and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing or (iii) the Company executes and delivers to DTC a notice to

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the effect that such DTC Receipt shall be so exchangeable. If the beneficial owners of interests in depositary shares are entitled to exchange such interests for depositary shares as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then the depositary will provide written instructions to DTC to deliver to the depositary for cancellation the DTC Receipt, and the Company will instruct the depositary to execute and issue to the beneficial owners of the depositary shares previously evidenced by the DTC Receipt depositary shares either in the form of physical depositary receipts or in book-entry form.

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DESCRIPTION OF COMMON SHARES

The following is a brief description of the terms of our common shares. This summary does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the relevant provisions of Ohio law and our Articles and Code of Regulations, each of which is included as an exhibit to the registration statement of which this prospectus is a part.

General

Under our Articles, we are authorized to issue up to 20,000,000 common shares. As of October 25, 2013, 7,707,917 common shares were outstanding and 747,964 common shares were held by First Citizens as treasury shares. The common shares issuable upon conversion of the Series B Preferred Shares will be issued by us from common shares held in treasury or from authorized but unissued common shares.

Liquidation Rights

Each common share entitles the holder thereof to share ratably in First Citizens’ net assets legally available for distribution to shareholders in the event of First Citizens’ liquidation, dissolution or winding up, after payment in full of all amounts required to be paid to creditors or provision for such payment, subject to the rights of the holders of our Series A and Series B Preferred Shares (collectively, our “Preferred Shares”). With respect to the amounts to be paid upon liquidation, our Preferred Shares rank senior to the common shares.

Preemptive, Conversion and Redemption Rights

Prior to 2000, Section 1701.15(A) of the Ohio Revised Code provided that, unless the articles of an Ohio corporation state otherwise, the holders of shares of an Ohio corporation have the pre-emptive right, upon the offering or sale for cash of shares of the same class, during a reasonable time and on reasonable terms fixed by the directors, to purchase the shares in proportion to their respective holdings of shares of such class. Section 1701.15 was amended in 2000 to provide that shareholders of an Ohio corporation do not have pre-emptive rights to acquire a corporation’s unissued shares except to the extent otherwise provided in the corporation’s articles. However, as amended, Section 1701.15(C) provides that the provisions of Section 1701.15(A), as they existed prior to the effective date of the 2000 amendment, shall continue to apply to any corporation incorporated prior to the effective date of the amendment, until the shareholders of such corporation adopt an amendment to its articles expressly providing otherwise.

Because First Citizens was incorporated prior to 2000, and the shareholders of First Citizens have not amended the Articles to eliminate pre-emptive rights, the holders of First Citizens common shares have the pre-emptive rights described in Section 1701.15(A) of the Ohio Revised Code, as such section existed prior to amendment in 2000. These pre-emptive rights do not apply, however, to any offering or sale of treasury shares or to any issuance of common shares to shareholders as a stock dividend or distribution, upon conversion or exercise of stock options or other conversion rights, or under certain other circumstances specified in Section 1701.15(A) of the Ohio Revised Code, as in effect prior to the 2000 amendment.

Neither the sale and issuance of the Series B Preferred Shares (and, therefore, the depositary shares), nor the issuance of common shares upon conversion of the Series B Preferred Shares, are subject to pre-emptive rights. Because the Series B Preferred Shares are a different class than the common shares, the holders of common shares are not entitled to pre-emptive rights with respect to the sale and issuance of the Series B Preferred Shares or the depositary shares. In addition, Section 1701.15(A) of the Ohio Revised Code (both as currently in effect and as in effect prior to the 2000 amendment) exempts from pre-emptive rights any common shares that are “issued or agreed to be issued upon conversion of convertible shares authorized in the articles.” Because the Series B Preferred Shares are authorized in the articles, the issuance of common shares upon conversion of the Series B Preferred Shares will not be subject to pre-emptive rights.

The holders of common shares do not have conversion rights, and there are no mandatory redemption provisions applicable to the common shares.

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Dividends

As an Ohio corporation, First Citizens may, in the discretion of our Board of Directors, generally pay dividends to our shareholders out of surplus, however created, but must notify the shareholders if a dividend is paid out of capital surplus. Our ability to obtain funds for the payment of dividends and for other cash requirements largely depends on the amount of dividends that may be declared and paid by our subsidiaries. Thus, as a practical matter, any restrictions on the ability of our subsidiaries, including Citizens, to pay dividends will act as restrictions on the amount of funds available for payment of dividends by First Citizens.

The ability of Citizens to pay dividends is subject to limitations under various laws and regulations and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, Citizens may declare a dividend without the approval of the State of Ohio Division of Financial Institutions so long as the total of the dividends in a calendar year does not exceed Citizens’ total net income for that year combined with its retained net income for the two preceding years.

The ability of our subsidiaries to pay dividends to us is also subject to their profitability, financial condition, capital expenditures and other cash flow requirements and contractual obligations.

The dividend rights of holders of our Common Shares are also qualified by and subject to the dividend rights of holders of the Preferred Shares. With respect to the payment of dividends, the Preferred Shares rank senior to the Common Shares. So long as any Preferred Shares remain outstanding, unless all accrued and unpaid dividends on the Preferred Shares have been paid or are contemporaneously declared and paid in full, no dividend whatsoever will be declared or paid on the Common Shares.

Number of Directors

Our Code of Regulations provides for our Board of Directors to consist of not less than five and not more than 25 directors. Our Board of Directors currently consists of eight directors.

Nomination of Directors

Pursuant to the Code of Regulations, all shareholder nominations must be made in writing and delivered or mailed to the Secretary of the Company. Nominations must be received by the Secretary of the Company not less than 14 days nor more than 50 days prior to the shareholder meeting, except that if less than 21 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice must be delivered or mailed no later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first (but in no event less than seven days prior to the meeting). Each nomination must contain the following information: (a) the name, age, business address and residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the class and number of shares of capital stock of the Company which are beneficially owned by the proposed nominee; (d) the name and record address of the shareholder making the nomination; and (e) the class and number of shares of capital stock of the Company which are beneficially owned by the shareholder making the nomination. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of a proposed nominee to serve as director of the Company.

Cumulative Voting Rights

Under Ohio law, shareholders have the right to make a request, in accordance with applicable procedures, to cumulate their votes in the election of directors unless a corporation’s articles of incorporation are amended, in accordance with applicable procedures, to eliminate that right. Cumulative voting allows each shareholder to multiply the number of shares that he or she may be entitled to vote by the total number of Directors to be elected and to cast the entire number of such votes for one candidate or to distribute them among any two or more candidates. The Articles have not been amended to eliminate cumulative voting in the election of directors.

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Anti-Takeover Effects of Articles of Incorporation, Code of Regulations and Ohio Law

Certain provisions in our Articles, Code of Regulations and the Ohio Revised Code could discourage potential takeover attempts and make attempts by shareholders to change management more difficult. These provisions could adversely affect the market price of our shares.

Special Voting Requirements

Article SIXTH of the Articles sets forth certain requirements in connection with the approval or authorization of any of the following types of business combinations:

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any merger or consolidation involving First Citizens or any subsidiary of First Citizens;

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any sale, lease, exchange, transfer or other disposition of all or a substantial part of the assets of First Citizens or any subsidiary of First Citizens;

•

any sale, lease, exchange, transfer or other disposition of all or a substantial part of the assets of any entity to First Citizens or any subsidiary of First Citizens;

•

any issuance, sale, exchange, transfer or other disposition by First Citizens or any subsidiary of First Citizens of any corporation;

•

any recapitalization or reclassification of First Citizens’ securities or other transaction that would have the effect of increasing the voting power of a “related person” (as defined below);

•

any liquidation, spin-off, split-up or dissolution of First Citizens; and

•

any agreement, contract or other arrangement providing for any of the foregoing transactions.

For purposes of Article SIXTH, “related person” generally means any person, entity or group, including any affiliate or associate thereof (other than First Citizens, any wholly-owned subsidiary of First Citizens, or any trustee of, or fiduciary with respect to, any plan when acting in such capacity) that, at the time any business combination is agreed to, authorized or approved, is the beneficial owner of not less than 10% of the Common Shares entitled to vote on such business combination.

Article SIXTH provides that, when evaluating a business combination or any tender or exchange offer, the Board of Directors of First Citizens shall consider, without limitation: (i) the social and economic effects of the transaction on First Citizens and its subsidiaries, employees, customers, creditors and community; (ii) the business and financial conditions and earning prospects of the acquiring person or persons; and (iii) the competence, experience and integrity of the acquiring person or persons and its or their management.

Article SIXTH further provides that the affirmative vote of the holders of not less than 80% of each class of First Citizens common shares entitled to vote on the transaction shall be required for the approval of any business combination in which a related person has an interest (except proportionately as a shareholder); provided, however, that the 80% voting requirement shall not be applicable if (i) the continuing directors, who at the time constitute at least a majority of the Board of Directors of First Citizens, have approved the business combination by at least two-thirds vote or (ii) certain conditions relating to the fairness of the transaction have been satisfied. If the 80% voting requirement is inapplicable, any business combination requiring shareholder approval may be authorized by the affirmative vote of the holders of First Citizens common shares entitling them to exercise a majority of the voting power of First Citizens in accordance with Article FIFTH of the Articles.

Article SEVENTH of the Articles provides that no amendment of the Articles of Incorporation shall be effective to amend, alter or repeal any of the provisions of Article SIXTH unless such amendment shall receive the affirmative vote of the holders of not less than 80% of the First Citizens common shares entitled to vote thereon; provided, however, that the 80% voting requirement shall not be applicable if such amendment shall have been proposed and authorized by the Board of Directors of First Citizens by the affirmative vote of at least two-thirds of the continuing directors.

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Limited Shareholder Action by Written Consent

The Ohio Revised Code requires that an action by written consent of the shareholders in lieu of a meeting be unanimous, except that the code of regulations may be amended by an action by written consent of holders of shares entitling them to exercise two-thirds of the voting power of the corporation or, if the articles of incorporation or code of regulations otherwise provide, such greater or lesser amount, but not less than a majority. This provision may have the effect of delaying, deferring or preventing a tender offer or takeover attempt that a shareholder might consider to be in its best interest.

Control Share Acquisition Act

The Ohio Revised Code provides that certain notice and informational filings, and special shareholder meeting and voting procedures, must occur prior to any person’s acquisition of an issuer’s shares that would entitle the acquirer to exercise or direct the voting power of the issuer in the election of directors within any of the following ranges:

•

one-fifth or more but less than one-third of such voting power;

•

one-third or more but less than a majority of such voting power; or

•

a majority or more of such voting power.

The Control Share Acquisition Act does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Control Share Acquisition Act.

Merger Moratorium Statute

Chapter 1704 of the Ohio Revised Code generally addresses a wide range of business combinations and other transactions (including mergers, consolidations, asset sales, loans, disproportionate distributions of property and disproportionate issuances or transfers of shares or rights to acquire shares) between an Ohio corporation and an “Interested Shareholder” who, alone or with others, may exercise or direct the exercise of at least 10% of the voting power of the corporation in the election of directors. The Merger Moratorium Statute prohibits such transactions between the corporation and the Interested Shareholder for a period of three years after a person becomes an Interested Shareholder, unless, prior to such date, the directors approved either the business combination or other transaction or approved the acquisition that caused the person to become an Interested Shareholder.

Following the three-year moratorium period, the corporation may engage in the covered transaction with the Interested Shareholder if:

•

the transaction receives the approval of the holders of shares entitling them to exercise at least two-thirds of the voting power of the corporation in the election of directors or the approval of the holders of a majority of the voting shares held by persons other than an Interested Shareholder; or

•

the remaining shareholders receive an amount for their shares equal to the higher of the highest amount paid in the past by the Interested Shareholder for the corporation’s shares or the amount that would be due to the shareholders if the corporation were to dissolve.

The Merger Moratorium Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Merger Moratorium Statute.

Anti-Greenmail Statute

Pursuant to the Ohio Anti-Greenmail Statute, a public corporation formed in Ohio may recover profits that a shareholder makes from the sale of the corporation’s securities within 18 months after making a proposal to acquire control or publicly disclosing the possibility of a proposal to acquire control. The corporation may not,

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however, recover from a person who proves either: (1) that his sole purpose in making the proposal was to succeed in acquiring control of the corporation and there were reasonable grounds to believe that he would acquire control of the corporation; or (2) that his purpose was not to increase any profit or decrease any loss in the stock. Also, before the corporation may obtain any recovery, the aggregate amount of the profit realized by such person must exceed $250,000. Any shareholder may bring an action on behalf of the corporation if a corporation refuses to bring an action to recover these profits. The party bringing such an action may recover his attorneys’ fees if the court having jurisdiction over such action orders recovery of any profits.

The Anti-Greenmail Statute does not apply to a corporation if its articles of incorporation or code of regulations so provide. We have not opted out of the application of the Anti-Greenmail Statute.

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DESCRIPTION OF PREFERRED SHARES

The following is a brief description of the terms of our preferred shares. This summary does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the relevant provisions of Ohio law and our Articles and Code of Regulations, each of which is included as an exhibit to the registration statement of which this prospectus is a part.

General

We are authorized under the Articles to issue up to 200,000 preferred shares, each without par value. As of October 25, 2013, we had 23,184 preferred shares outstanding, all of which were Series A Preferred Shares.

Our authorized but unissued preferred shares are typically referred to as “blank check” preferred shares. This term refers to preferred shares for which the rights and restrictions are determined by the board of directors of a corporation at the time the preferred shares are issued. Under the Articles, our Board of Directors has the authority, without any further shareholder vote or action, to issue the remaining preferred shares in one or more series, from time to time, with such rights, preferences and relative, participating, optional or other special rights and privileges of, and qualifications, limitations or restrictions upon, the preferred shares, as may be provided in the amendment or amendments to the Articles adopted by our Board of Directors. Under Ohio law, absent a determination by our Board of Directors to establish different voting rights, holders of preferred shares would be entitled to one vote per share on matters to be voted upon by the holders of common shares and preferred shares voting together as a single class. Ohio law would also entitle the holders of preferred shares to exercise a class vote on certain matters.

The authority of our Board of Directors includes, but is not limited to, the determination or fixing of the following with respect to preferred shares of any series:

•

the division of the preferred shares into series and the designation and authorized number of shares in each series (up to the number of preferred shares authorized);

•

the voting rights (full, conditional or limited) of the preferred shares of each series;

•

the dividend rates or the amount of dividends to be paid on the preferred shares of each series and whether the dividends are to be cumulative;

•

whether preferred shares are to be redeemable, and, if so, the price or prices at which, and the terms and conditions upon which the preferred shares may be redeemed;

•

the liquidation rights to which the holders of preferred shares will be entitled;

•

whether the preferred shares will be subject to the operation of a sinking fund, and, if so, upon what conditions;

•

whether the preferred shares will be convertible into or exchangeable for shares of any other class or of any other series of any class of capital stock and the terms and conditions of the conversion or exchange;

•

the price or other consideration for which the preferred shares are to be issued;

•

whether the issuance of any additional shares, or of any shares of any other series, will be subject to restrictions; and

•

any other designations, preferences, limitations or rights permitted by the Articles and Ohio law.

Series A Preferred Shares

On January 23, 2009, we issued and sold to the U.S. Treasury 23,184 Series A Preferred Shares in conjunction with our participation in TARP. We issued the Series A Preferred Shares to the U.S. Treasury for an aggregate purchase price of $23.2 million in a private placement exempt from the registration requirements of the

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Securities Act. The Series A Preferred Shares qualify as Tier 1 capital for regulatory purposes. On July 3, 2012, the U.S. Treasury completed the sale of all 23,184 Series Preferred Shares to various investors pursuant to a modified “Dutch auction” process. Certain directors of the Company purchased Series A Preferred Shares from the U.S. Treasury in the July 2012 auction. Information regarding the beneficial ownership of the Company’s Series A Preferred Shares by directors of the Company is set forth in “Related Party Transactions” beginning on page 44 of this prospectus.

Liquidation Rights. The Series A Preferred Shares have a liquidation preference amount of $1,000 per share.

Dividends. Dividends on the Series A Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through February 14, 2014, and will increase to 9% per annum on and after February 15, 2014 if not otherwise redeemed earlier for cash by us. Since issuing the Series A Preferred Shares, the Company has declared and paid all accrued dividends on the Series A Preferred Shares to the date of this prospectus.

Maturity. The Preferred Shares have no maturity date.

Rank. The Series A Preferred Shares rank (i) senior to common shares or any other capital stock that ranks, by its terms, junior as to dividend rights and/or rights upon liquidation to the Series Preferred Shares (“junior shares”), (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Series A Preferred Shares as to dividend rights and/or rights upon liquidation (“parity shares”) and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation.

Priority of Dividends. So long as any of the Series A Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common shares or any other junior shares (other than dividends payable solely in common shares) or parity shares (other than dividends paid on a pro rata basis with the Series A Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any common shares, junior shares or parity shares unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full.

Redemption. We may redeem the Series A Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per Series A Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption.

Voting Rights. Holders of the Series A Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Series Preferred Shares for six or more quarterly periods, whether or not consecutive, the holders of the Series A Preferred Shares, voting as a single class with the holders of any other parity shares upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional directors to serve on our board of directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the Series A Preferred Shares for all past dividend periods are paid in full.

In addition, the affirmative vote of the holders of at least 66-2/3% of the outstanding Series A Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Series A Preferred Shares, to amend, alter or repeal any provision of our charter or the Certificate of Designations for the Series A Preferred Shares in a manner that adversely affects the rights of the holders of the Series A Preferred Shares or to consummate a binding share exchange or reclassification of the Series A Preferred Shares or a merger or consolidation of us with another entity unless (x) the Series A Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (y) the Series A Preferred

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Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Series A Preferred Shares immediately prior to such transaction, taken as a whole.

Series B Preferred Shares

For a detailed description of our Series B Preferred Shares, see “Description of the Series B Preferred Shares” beginning on page 45 of this prospectus and the Certificate of Amendment to Articles attached as Exhibit 3.4 to the Registration Statement of which this prospectus constitutes a part.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the material U.S. federal income tax consequences and, in the case of a non-U.S. holder (as defined below), U.S. federal estate tax consequences, with respect to the acquisition, ownership and disposition (by conversion, sale or redemption) of the depositary shares acquired pursuant to this offering and common shares issued upon conversion of such depositary shares. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), Treasury regulations and judicial and administrative authority, all as in effect as of the date hereof and all of which are subject to differing interpretations or change, possibly with retroactive effect. This summary is limited to investors who will hold the depositary shares and common shares issued upon conversion as capital assets and does not discuss all aspects of U.S. federal income and estate taxation that may be important to particular investors in light of their individual circumstances. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) regarding any matter discussed herein, and we cannot assure you that the IRS will not challenge one or more of the tax consequences described below.

This discussion does not address the tax consequences to investors who are subject to special tax rules, such as banks and other financial institutions, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, governments and governmental entities, broker-dealers, employee stock purchase plans, partnerships and other pass-through entities, tax-exempt organizations, investors that will hold the depositary shares or common shares issued upon conversion as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for U.S. federal income tax purposes, traders that elect to mark-to-market their securities, persons that acquire depositary shares in connection with employment or other performance of services, persons subject to the alternative minimum tax, U.S. expatriates, U.S. holders (as defined below) that have a functional currency that is not the U.S. dollar, controlled foreign corporations, or passive foreign investment companies, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not address any U.S. federal tax considerations other than income and estate taxation (such as gift taxation) or any state, local or non-U.S. tax consequences. You should consult your own tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of the acquisition, ownership and disposition of the depositary shares and common shares issued upon conversion.

For purposes of this summary, you are a “U.S. holder” if you are a beneficial owner of the depositary shares or common shares issued upon conversion, as applicable, and you are for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) has a valid election in effect under applicable Treasury regulations to be treated as a United States person. You are a “non-U.S. holder” if you are a beneficial owner of the depositary shares or common shares issued upon conversion that is an individual, corporation, estate or trust that is not a U.S. holder.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a holder of the depositary shares or common shares issued upon conversion, the U.S. federal income and estate tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding depositary shares or common shares issued upon conversion, you should consult your own tax advisor as to the particular U.S. federal income and estate tax consequences of the purchase, ownership and disposition of the depositary shares and common shares issued upon conversion.

Beneficial owners of the depositary shares will be treated for federal income tax purposes as if they were owners of the underlying Series B Preferred Shares represented by such depositary shares.

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THIS DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE DEPOSITARY SHARES. PROSPECTIVE INVESTORS SHOULD SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE AND LOCAL, AS WELL AS NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO THEM, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, OF PURCHASING, OWNING AND DISPOSING OF THE DEPOSITARY SHARES.

U.S. Holders

Distributions. In general, if distributions are made with respect to the depositary shares or common shares issued upon conversion, the distributions will be treated as dividends to the extent of our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Any portion of a distribution made with respect to the depositary shares or common shares issued upon conversion in excess of our current and accumulated earnings and profits is treated first as a nontaxable return of capital reducing your tax basis in such depositary shares or common shares issued upon conversion, as applicable. Any amount in excess of such tax basis is treated as capital gain, the tax treatment of which is discussed below under “— U.S. Holders — Sale or Redemption.”

Dividends received by individual holders of the depositary shares or common shares issued upon conversion will generally be subject to a reduced maximum tax rate of 20% if such dividends are treated as “qualified dividend income” for U.S. federal income tax purposes. The rate reduction does not apply to dividends that are paid to individual holders with respect to depositary shares or common shares issued upon conversion that are held for 60 days or less during the 121-day period beginning on the date which is 60 days before the date on which the depositary shares or common shares issued upon conversion become ex-dividend. Furthermore, the rate reduction does not apply to dividends received to the extent that an individual holder elects to treat the dividends as “investment income” for purposes of determining the holder’s limit for the deduction of investment interest under Section 163(d) of the Code. You should consult your own tax advisor regarding the implications of these rules in light of your particular circumstances.

Dividends received by corporate holders of the depositary shares or common shares issued upon conversion may be eligible for a dividends received deduction equal to 70% of the amount of the distribution treated as a dividend, subject to applicable limitations, including limitations related to “debt financed portfolio stock” under Section 246A of the Code and to the holding period requirements of Section 246(c) of the Code. In addition, any amount received by a corporate holder that is treated as a dividend may, if such dividend exceeds certain thresholds in relation to the holder’s adjusted tax basis in the depositary shares or common shares issued upon conversion and depending on other circumstances, constitute an “extraordinary dividend” subject to the provisions of Section 1059 of the Code. Under Section 1059, a corporate holder that has held shares for two years or less before the dividend announcement date generally must reduce the tax basis of the holder’s shares with respect to which such dividend was paid (but not below zero) by the “non-taxed portion” of any “extraordinary dividend” and, if the non-taxed portion exceeds the holder’s tax basis for the shares, must treat any excess as gain from the sale or exchange of the shares in the year the payment is received. Individual holders of depositary shares or common shares issued upon conversion who receive any “extraordinary dividends” that are treated as “qualified dividend income” (as discussed above) will be required to treat any losses on the sale of such depositary shares or common shares issued upon conversion as long-term capital losses to the extent of such dividends. You should consult your own tax advisor regarding the extent, if any, to which these provisions may apply to you in light of your particular facts and circumstances.

In general, for purposes of meeting the holding period requirements for both the dividends received deduction and the reduced maximum tax rate on dividends described above, holders may not count toward their holding period any period in which they (i) have the option to sell, are under a contractual obligation to sell, or have made (and not closed) a short sale of depositary shares or common shares issued upon conversion, or substantially identical stock or securities, (ii) are the grantor of an option to buy depositary shares or common

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shares issued upon conversion, or substantially identical stock or securities or (iii) otherwise have diminished their risk of loss by holding one or more other positions with respect to substantially similar or related property. Treasury regulations provide that a taxpayer has diminished its risk of loss on stock by holding a position in substantially similar or related property if the taxpayer is the beneficiary of a guarantee, surety agreement or similar arrangement that provides for payments that will substantially offset decreases in the fair market value of the stock. In addition, the Code disallows the dividends received deduction as well as the reduced maximum tax rate on dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisor regarding the implications of these rules in light of your particular circumstances.

Conversion of the Depositary Shares. A holder generally will not recognize gain or loss upon the conversion of the depositary shares into common shares, except with respect to any cash received in lieu of a fractional common share, as described below. Generally, a holder’s adjusted tax basis in the common shares received upon the conversion of the depositary shares will equal the adjusted tax basis of the converted depositary shares (reduced by the portion of the adjusted tax basis allocated to any fractional common share deemed exchanged for cash, as described below). The holding period of such common shares will include the holding period of the converted depositary shares.

Cash received in lieu of a fractional common share will generally be treated as a payment in a taxable exchange for such fractional common share, and capital gain or loss will be recognized on the receipt of cash in an amount equal to the difference between the amount of cash received and the amount of the adjusted tax basis of the converted depositary shares allocable to the fractional common share. The adjusted tax basis of the converted depositary shares will be allocated between the common shares received upon the conversion of the depositary shares and the fractional common share in accordance with their respective fair market values.

Adjustment of Conversion Price in Respect of Depositary Shares. The conversion price of the depositary shares is subject to adjustment under certain circumstances. A holder of the depositary shares may, in certain circumstances, be deemed to have received a distribution with respect to the depositary shares if and to the extent that the conversion price is adjusted if such adjustment has the effect of increasing such holder’s proportionate interest in our earnings and profits or assets. Such a deemed distribution would be includable in such holder’s income in the manner set forth above under “— U.S. Holders — Distributions.” For example, if the conversion price is adjusted as a result of a distribution that is taxable to holders of our common shares, such as a cash dividend, you may be deemed to have received a dividend subject to U.S. federal income tax even though you do not receive a corresponding cash distribution. In addition, an adjustment to the conversion price or a failure to make (or adequately make) such an adjustment may give rise to constructive distributions to holders of the depositary shares or holders of our common shares. Thus, under certain circumstances, holders may recognize income in the event of a constructive distribution even though they may not receive any cash or property. Adjustments to the conversion price made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of the depositary shares generally will not be deemed to result in a constructive distribution with respect to the depositary shares. Generally, a holder’s tax basis in the depositary shares will be increased to the extent that any such constructive distribution is treated as a dividend.

Sale or Redemption. On the sale or exchange of the depositary shares or common shares issued upon conversion to a party other than us, you generally will realize capital gain or loss in an amount equal to the difference between (i) the amount of cash and the fair market value of any property you receive on the sale or exchange and (ii) your tax basis in the depositary shares or common shares issued upon conversion. You should consult your own tax advisor regarding applicable rates, holding periods and netting rules for capital gains and losses in light of your particular facts and circumstances. Certain limitations exist on the deduction of capital losses by both corporate and non-corporate taxpayers.

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On the redemption by us of depositary shares or common shares issued upon conversion, the redemption proceeds you receive upon surrender of the depositary shares or common shares issued upon conversion will be treated either as a payment received upon a sale or exchange of the depositary shares or common shares issued upon conversion or as a distribution with respect to your equity interests in us, depending upon whether and to what extent the redemption reduces your deemed percentage stock ownership in us.

A redemption will be treated as a sale or exchange of the depositary shares or common shares issued upon conversion (as discussed above) if:

•

the redemption is “substantially disproportionate” with respect to you within the meaning of Section 302(b)(2) of the Code;

•

the redemption results in a “complete redemption” of your equity interest in us (within the meaning of Section 302(b)(3) of the Code); or

•

the redemption is “not essentially equivalent to a dividend” with respect to you (within the meaning of Section 302(b)(1) of the Code).

In determining whether any of these tests has been met, you must take into account not only the depositary shares, common shares issued upon conversion and other equity interests in us that you actually own, but also shares and other equity interests that you constructively own within the meaning of Section 318 of the Code.

If none of the above tests giving rise to sale or exchange treatment is satisfied, then a payment made in redemption of the depositary shares or common shares issued upon conversion will be treated as a distribution that is subject to the tax treatment described above under “— U.S. Holders — Distributions.” The amount of the distribution will be equal to the amount of cash and the fair market value of property you receive without any offset for your tax basis in the depositary shares or common shares issued upon conversion. Your tax basis in the redeemed depositary shares or common shares issued upon conversion generally will be transferred to your remaining equity interests in us.

Any redemption proceeds that are attributable to any declared but unpaid dividends on the depositary shares or common shares issued upon conversion will generally be subject to the rules described above under “— U.S. Holders — Distributions.”

You should consult your own tax advisor regarding: (i) whether a redemption payment will be treated as received in connection with a sale or exchange under Section 302 of the Code or, alternatively, will be characterized as a distribution; and (ii) the resulting tax consequences to you in light of your individual facts and circumstances.

Medicare Contribution Tax. U.S. holders that are individuals, estates or certain trusts are required to pay a 3.8% tax (the “Medicare Contribution Tax”) on the lesser of (i) the U.S. holder’s “net investment income” in the case of an individual, or undistributed “net investment income” in the case of an estate or trust, in each case for the relevant taxable year and (ii) the excess of the U.S. holder’s modified adjusted gross income in the case of an individual, or adjusted gross income in the case of an estate or trust, in each case for the taxable year, over a certain threshold (which in the case of individuals will be between $125,000 and $250,000 depending on the individual’s circumstances). Net investment income generally includes dividends and net gains from the disposition of the depositary shares or common shares issued upon conversion, unless such income or gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare Contribution Tax to its income and gains in respect of its investment in the depositary shares and common shares issued upon conversion.

Information Reporting and Backup Withholding. Information reporting will generally apply to non-corporate U.S. holders with respect to payments of dividends on the depositary shares or common shares issued upon conversion and to certain payments of proceeds on the sale or other disposition of the depositary shares or

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common shares issued upon conversion. Certain non-corporate U.S. holders may be subject to U.S. backup withholding (currently at a rate of 28%) on payments of dividends on the depositary shares or common shares issued upon conversion and certain payments of proceeds on the sale or other disposition of the depositary shares or common shares issued upon conversion unless the beneficial owner of the depositary shares or common shares issued upon conversion furnishes the payor or its agent with a taxpayer identification number, certified under penalties of perjury, and certain other information, or otherwise establishes, in the manner prescribed by law, an exemption from backup withholding.

U.S. backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a credit against a U.S. holder’s U.S. federal income tax liability, which may entitle the U.S. holder to a refund, provided the U.S. holder timely furnishes the required information to the IRS.

Non-U.S. Holders

Distributions. Distributions treated as dividends as described above under “— U.S. Holders — Distributions” (including any constructive dividends resulting from certain adjustments, or failure to make adjustments, to the conversion price of the depositary shares, as described above under “— U.S. Holders — Adjustment of Conversion Price in Respect of Depositary Shares”) paid to a non-U.S. holder of the depositary shares or common shares issued upon conversion will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

For purposes of obtaining a reduced rate of withholding under an income tax treaty or an exemption from withholding for dividends effectively connected to a U.S. trade or business, a non-U.S. holder will generally be required to provide a U.S. taxpayer identification number as well as certain information concerning the holder’s country of residence and entitlement to tax benefits. A non-U.S. holder can generally meet the certification requirements by providing a properly executed IRS Form W-8BEN (if the holder is claiming the benefits of an income tax treaty) or Form W-8ECI (if the dividends are effectively connected with a trade or business in the United States) or suitable substitute form.

Because a constructive dividend would not give rise to any cash from which any applicable withholding tax could be satisfied, if we pay withholding taxes on behalf of a holder, we may, at our option, set off any such payment against any cash, common shares or sales proceeds otherwise payable to the holder, to the extent permitted under applicable law.

Conversion of Depositary Shares. A holder’s conversion of the depositary shares into common shares will be treated in a manner similar to that described above under “— U.S. Holders — Conversion of Depositary Shares,” except that, to the extent a holder receives cash in lieu of a fractional common share, the cash will generally be treated as a payment in a taxable exchange for such fractional common share, and such deemed exchange will generally be subject to the rules described below under “— Non-U.S. Holders — Sale or Redemption.”

Sale or Redemption. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale, exchange, redemption (except as discussed below) or other disposition of the depositary shares or common shares issued upon conversion except for (i) certain non-resident alien individuals who are present in the United States for 183 or more days in the taxable year of the sale or disposition, (ii) gain

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that is effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if a tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States), and (iii) gain if we are or have been at any time throughout a prescribed testing period a “United States real property holding corporation” for U.S. federal income tax purposes.

Gain described in clause (i) above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses (even though the individual is not considered a resident of the United States).

Unless an applicable income tax treaty provides otherwise, gain described in clause (ii) above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if such holder were a resident of the United States. Any such effectively connected gain received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Holders should consult any applicable income tax treaties that may provide for different rules.

We believe that we are not currently and have not been at any time during the prescribed testing period, and we do not anticipate becoming, a “United States real property holding corporation” for U.S. federal income tax purposes.

A payment made to a non-U.S. holder in redemption of the depositary shares or common shares issued upon conversion may be treated as a distribution, rather than as a payment in exchange for such stock, in the circumstances discussed above under “— U.S. Holders — Sale or Redemption,” in which event such payment would be subject to tax as discussed above under “— U.S. Holders — Distributions” and “— Non-U.S. Holders — Distributions.” Prospective investors should consult their own tax advisors to determine the proper tax treatment of any payment received in redemption of the depositary shares or common shares issued upon conversion.

Information Reporting and Backup Withholding. Information returns will be filed with the IRS reporting payments of distributions on the depositary shares or common shares issued upon conversion and the amount of tax, if any, withheld with respect to those payments. Copies of information returns reporting such distributions and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty. Unless the non-U.S. holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the IRS in connection with the proceeds from a sale or other disposition of the depositary shares or common shares issued upon conversion and the non-U.S. holder may be subject to U.S. backup withholding on dividend payments on the depositary shares or common shares issued upon conversion or on the proceeds from a sale or other disposition of the depositary shares or common shares issued upon conversion. Satisfaction of the certification procedures required to claim a reduced rate of withholding under a treaty described above in the section titled “— Non-U.S. Holders — Distributions” will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. Non-U.S. holders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of any procedure for obtaining an exemption from backup withholding under current Treasury regulations.

U.S. Federal Estate Tax. The depositary shares or common shares issued upon conversion held by an individual non-U.S. holder (as specifically defined for U.S. federal estate tax purposes) and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) will be treated as U.S. situs property subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

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Recent Legislation

The Foreign Account Tax Compliance Act, or FATCA, which was enacted in 2010, imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification requirements are satisfied.

On January 17, 2013, final regulations under FATCA were issued. As a general matter, FATCA imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, the depositary shares or common shares issued upon conversion if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA.

Under delayed effective dates, withholding would only be required (i) with respect to dividends paid on the depositary shares or common shares issued upon conversion beginning after June 30, 2014, and (ii) with respect to gross proceeds from the sale or other disposition of the depositary shares or common shares issued upon conversion that occurs on or after January 1, 2017. If withholding is required under FATCA on a payment related to the depositary shares or common shares issued upon conversion, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). Prospective investors should consult their own tax advisors regarding the possible implications of this legislation on their investment in the depositary shares and common shares issued upon conversion.

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CERTAIN ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the depositary shares. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the Code.

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans and any other plans that are subject to Section 4975 of the Code (also referred to herein as “Plans”) from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S or other laws (“Similar Laws”).

The acquisition or holding of depositary shares by a Plan or any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which we or certain of our affiliates is or becomes a party in interest or disqualified person may result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the depositary shares are acquired and held pursuant to an applicable exemption. The U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of depositary shares. These exemptions include PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of the depositary shares, provided that neither the issuer of the depositary shares nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than “adequate consideration” in connection with the transaction to the nonfiduciary service provider (the “service provider exemption”). There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Any purchaser or holder of depositary shares or any interest therein will be deemed to have represented by its purchase and holding of depositary shares offered hereby that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the depositary shares on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase and holding of the depositary shares will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature, is not intended to be all inclusive, and is based on laws in effect on the date hereof. Such discussion should not be construed as legal advice. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing depositary shares on behalf of or with the

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assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above, the service provider exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of depositary shares have exclusive responsibility for ensuring that their purchase and holding of depositary shares do not violate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions of Similar Laws. The sale of any depositary shares to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by, or is appropriate for, any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

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PLAN OF DISTRIBUTION

The depositary shares are being offered and sold in a best efforts underwritten offering. We are offering the depositary shares through a placement agent, Keefe, Bruyette & Woods, Inc. (“KBW”). KBW will enter into an agency agreement with us pursuant to which it will agree to act as our exclusive financial advisor and placement agent in connection with this offering.

Under the agency agreement, KBW will agree to use its bests efforts to arrange for the sale of the depositary shares in a syndicated offering, if necessary. KBW is not purchasing or selling any depositary shares, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of the depositary shares in the offering.

Offering Priorities

Priority 1: Existing Shareholders. Each shareholder of First Citizens who is a beneficial owner of our common shares will be given the opportunity to purchase, subject to the overall purchase limitations, up to the lesser of (1) 160,000 depositary shares ($4,000,000), or (2) the amount of depositary shares, assuming conversion of such depositary shares into our common shares, whereby the purchaser’s 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.

Priority 2: Customers and Local Community. To the extent that depositary shares remain available for purchase after satisfaction of all subscriptions of Priority 1 subscribers, we may offer depositary shares to customers of Citizens and to residents of the local communities we serve. For purposes of Priority 2 qualification, “community” or “local community” is defined as the Ohio counties of Champaign, Crawford, Erie, Franklin, Huron, Logan, Madison, Ottawa, Richland, and Summit.

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each Priority 2 subscriber whose subscription remains unsatisfied in the proportion in which the aggregate number of shares as to which each such Priority 2 subscription remains unsatisfied bears to the aggregate number of shares as to which all such Priority 2 subscriptions remain unsatisfied.

Syndicated Offering

To the extent that depositary shares remain available for purchase after satisfaction of all Priority 1 and Priority 2 subscriptions, we may offer depositary shares to interested investors without regard to the investor’s status as either an existing shareholder of First Citizens or customer of Citizens, and without regard to the investor’s place of residence in a syndicated offering in a manner that will achieve a widespread distribution of our depositary shares to the general public. If a syndicated offering is held, KBW will serve as sole placement agent and will assist us in selling our depositary shares on a best efforts basis. In such capacity, KBW may form a syndicate of other broker-dealers who are Financial Industry Regulatory Authority member firms. Neither KBW nor any registered broker-dealer will have any obligation to take or purchase any of the depositary shares sold in the syndicated offering.

Orders in the syndicated offering will be submitted in substantially the same manner as utilized in the shareholder and community offerings. Payments in the syndicated offering, however, must be made in immediately available funds (bank checks, money orders, or wire transfers). Personal checks will not be accepted. If the closing of the offering does not occur for any reason, the funds will be promptly returned without interest.

Marketing and Distribution; Compensation

Offering materials have been initially distributed to certain persons by mail, with additional copies made available through our Offering Information Center.

We have engaged KBW to serve as a financial advisor and our exclusive placement agent in connection with the offering of our depositary shares. In its role as financial advisor and placement agent, KBW will:

•

provide advice on the financial and securities market implications of the offering;

•

assist in structuring our offering, including developing and assisting in implementing a marketing strategy for the offering;

•

review all offering documents, including this prospectus, order forms and related offering materials (although we are responsible for the preparation and filing of such documents);

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•

assist us in analyzing proposals from outside vendors retained in connection with the offering, including printers, escrow agents, etc.;

•

assist us in the drafting and distribution of press releases as required or appropriate in connection with the offering;

•

assist us in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary;

•

establish and manage an Offering Information Center during the offering period;

•

process order and certification forms and produce daily reports and analyses;

•

assist our transfer agent with the generation and mailing of statements of ownership;

•

meet with the Board of Directors and management to discuss any of these services; and

•

provide such other financial advisory and investment banking services in connection with the offering as may be agreed upon by KBW and us.

For these services, KBW will receive a fee equal to 3.5% of the aggregate dollar amount of depositary shares sold in the shareholder and customer/community offerings, if the offering is consummated.

As described above, if necessary, depositary shares not purchased in the shareholder and customer/community offerings may be offered for sale to the general public in a syndicated offering to be managed by KBW. In such capacity, KBW may form a syndicate of other broker-dealers. Neither KBW nor any registered broker-dealer will have any obligation to take or purchase any depositary shares in the syndicated offering; however, KBW has agreed to use its best efforts in the sale of depositary shares in any syndicated offering. If there is a syndicated offering, KBW will receive a fee not to exceed 5.5% of the aggregate dollar amount of the depositary shares sold in the syndicated offering. Of this amount, KBW will pass on to selected broker-dealers, if any, who assist in the syndicated community offering, an amount competitive with gross underwriting commissions charged at such time for comparable amounts of securities sold at a comparable price per share in a similar market environment.

The following table sets forth the fee payable to KBW as a percentage of the aggregate offering proceeds at the minimum and maximum of the offering, and the proceeds payable to us after payment of such fee, before expenses, which are expected to be approximately $0.55 million.


OFFERING SUMMARY Price: $25.00 per depositary share
	Minimum Offering		Maximum Offering
Public Offering Price	$	20,000,000	$	25,000,000
Placement Agent Fee in Shareholder and Customer/Community Offerings ⁽¹⁾	$	525,000	$	656,250
Placement Agent Fee in Syndicated Offering ⁽¹⁾	$	275,000	$	343,750
Proceeds to the Company (before expenses) ⁽¹⁾	$	19,200,000	$	24,000,000
Proceeds to us per depositary share, before expenses ⁽¹⁾	$	24.00	$	24.00

(1)

Represents fees payable to KBW equal to 3.5% of the aggregate dollar amount of depositary shares sold in the shareholder and customer/community offerings and 5.5% of the aggregate dollar amount of depositary shares sold in the syndicated offering, assuming that 75% of the depositary shares are sold in the shareholder and customer/community offerings and 25% of the depositary shares are sold in the syndicated offering.

We also will reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the offering is consummated, including, without limitation, legal fees and expenses, marketing, syndication and travel expenses up to an anticipated aggregate maximum of $215,000.

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If the offering is not consummated or if KBW’s engagement is terminated in accordance with the provisions of the agency agreement, KBW will only receive reimbursement of its reasonable out-of-pocket expenses, including legal fees and expenses paid to its counsel.

We have agreed to indemnify KBW and certain other persons against certain liabilities, including liabilities under the Securities Act, related to or arising out of its engagement as our financial advisor and placement agent and performance of services in connection therewith. We have also agreed to contribute to payments KBW may be required to make with respect to any such liabilities.

KBW has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for depositary shares in the offering, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the depositary shares to be sold in the offering. KBW expresses no opinion as to the prices at which depositary shares to be issued may trade.

Our directors and executive officers may participate in the solicitation of offers to purchase depositary shares. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other trained employees of First Citizens or its affiliates may assist in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. No offers or sales may be made by tellers or at the teller counters. Investment related questions of prospective purchasers will be directed to our executive officers or registered representatives of KBW. Our other employees have been instructed not to solicit offers to purchase depositary shares or provide advice regarding the purchase of depositary shares. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, and sales of depositary shares will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of the depositary shares. None of our officers, directors or employees will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the depositary shares.

The offering will comply with the requirements of Rule 10b-9 under the Securities Exchange Act of 1934.

Prospectus Delivery

To ensure that each purchaser in the offering receives a prospectus at least 48 hours before the expiration of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver a prospectus any later than two days prior to that date. We are not obligated to deliver a prospectus or order form by means other than U.S. Mail. Execution of an order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Order forms will be distributed only if preceded or accompanied by a prospectus.

Escrow Agreement

We have entered into an escrow agreement with U.S. Bank, National Association, pursuant to which the subscription funds received in the offering will be held in escrow until certain closing conditions have been met, including that we raise the minimum dollar amount of the depositary shares being offering hereby. We will not accept any subscription until at least a minimum of 800,000 of the depositary shares being offered have been sold. If we have not sold the minimum of 800,000 depositary shares by the expiration date of the offering or any extension thereof, we will terminate the offering and cancel all orders, and payment will be returned promptly to the subscribers, without interest. We have agreed to pay U.S. Bank, National Association, a fee of $5,000 for acting as escrow agent in connection with the offering. 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.

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Lock-up Arrangements

The Company, and each of its directors and executive officers in their individual capacities, have agreed with the placement agent, subject to certain exceptions, not to dispose of or hedge any of our common shares or securities convertible into or exchangeable for our common shares beneficially owned by them during the period from the date of this prospectus continuing through the date 90 days after the date of this prospectus except with the prior written consent of KBW. This agreement does not apply to any of our existing employee benefit plans.

Selling Restrictions

Other than in the United States, no action has been taken by us or KBW or any other broker-dealer that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Relationship with Placement Agent

KBW and certain of its affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of its business, for which it has received and may continue to receive customary fees and commissions. In addition, from time to time, KBW may effect transactions for its own account or the account of customers, and hold on behalf of itself or its customers, long or short positions in our debt or equity securities.

Delivery of Depositary Shares

We will issue the depositary shares in book-entry or uncertificated form. Subject to certain limited exceptions, you will not receive a certificated security that is or represents your depositary shares. Instead, our depositary and transfer agent, Illinois Stock Transfer Company, will deliver written confirmation to purchasers of depositary shares in the offering.

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LEGAL MATTERS

The validity of the securities offered by this prospectus and certain other legal matters will be passed upon for us by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. The placement agent is represented by Vedder Price P.C., Chicago, Illinois.

EXPERTS

Our consolidated financial statements as of December 31, 2012 and 2011 and for each of the years in the two-year period ended December 31, 2012 have been incorporated by reference in this prospectus in reliance upon the report of S.R. Snodgrass, A.C., registered independent public accountants, incorporated by reference herein and therein and upon the authority of said firm as experts in accounting and auditing.

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LOGO

Up to 1,000,000 Depositary Shares Each Representing a 1/40th Interest in a

6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B

PROSPECTUS

Keefe, Bruyette & Woods

A Stifel Company

November , 2013

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following is an itemized statement of the estimated fees and expenses in connection with the issuance and distribution of securities registered hereby.


Registration Fee — Securities and Exchange Commission	$	3,410
Transfer Agent and Registrar Fees		1,750
EDGAR, Printing and Mailing Expenses		140,000
Accounting Fees and Expenses		40,000
Placement Agent Fees ⁽¹⁾		1,000,000
Placement Agent Expenses		15,000
Legal Fees and Expenses		335,000
NASDAQ Listing Fees		5,000
Miscellaneous Expenses		5,000
FINRA Fees		4,250
Blue Sky Fees		5,000

Total	$	1,554,410

(1)

Represents fees payable to Keefe, Bruyette & Woods, Inc. equal to 3.5% of the aggregate dollar amount of depositary shares sold in the shareholder and customer/community offerings and 5.5% of the aggregate dollar amount of depositary shares sold in the syndicated offering, assuming that 75% of the depositary shares are sold in the shareholder and customer/community offerings and 25% of the depositary shares are sold in the syndicated offering. Assumes the sale of an aggregate of $25 million of depositary shares.

All of the above amounts, other than the SEC registration fee and FINRA fees, are estimates only.

Item 14.

Indemnification of Directors and Officers.

(a)

Ohio General Corporation Law

Division (E) of Section 1701.13 of the Ohio Revised Code grants corporations broad powers to indemnify directors, officers, employees and agents. Division (E) of Section 1701.13 provides:

(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, the person had reasonable cause to believe that the person’s conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to

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procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with the action, suit, or proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination.

(5) (a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in

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advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which the director agrees to do both of the following:

(i) Repay that amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

(b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay that amount, if it ultimately is determined that the person is not entitled to be indemnified by the corporation.

(6) The indemnification or advancement of expenses authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification or advancement of expenses under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person. A right to indemnification or to advancement of expenses arising under a provision of the articles or the regulations shall not be eliminated or impaired by an amendment to that provision after the occurrence of the act or omission that becomes the subject of the civil, criminal, administrative, or investigative action, suit, or proceeding for which the indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after the act or omission has occurred.

(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against that liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).

(9) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as the person would if the person had served the new or surviving corporation in the same capacity.

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(b)

Articles and Code of Regulations

Pursuant to Article EIGHTH of the Articles, First Citizens has the power to indemnify its present and past directors, officers, employees and agents to the fullest extent permitted under the Ohio Revised Code. Article VIII of the Code of Regulations provides that First Citizens will indemnify, to the fullest extent permitted or authorized by applicable law, any person made or threatened to be made a party to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of First Citizens, or is or was serving at the request of First Citizens as a director, trustee, officer, or employee of a bank, or other corporation, partnership, joint venture, trust or other enterprise. In order to receive indemnification, the person must have acted in good faith and in a manner that he or she reasonably believed to be in and not opposed to the best interest of First Citizens. With regard to any criminal action or proceeding, First Citizens will indemnify the person if he or she had no reasonable cause to believe his or her conduct was unlawful. First Citizens will not indemnify a person with respect to such person’s willful misconduct.

As a condition precedent to First Citizens providing such indemnification, the person to be indemnified must (i) promptly notify First Citizens of any actual or potential action, suit or proceeding, (ii) except with respect to a criminal proceeding, authorize and permit First Citizens, in its sole discretion, to choose any legal counsel to defend and otherwise handle the action, suit or proceeding and related matters, (iii) except with respect to a criminal proceeding, permit First Citizens to assume total, complete and exclusive control of the action, suit or proceedings and all related proceedings and matters, and (iv) in all respects, cooperate with First Citizens and its counsel in the defense and/or settlement of the action, suit or proceeding and in the prosecution and/or settlement of any counterclaims, cross-claims and defenses.

The indemnification provided by First Citizens’ Code of Regulations is not exclusive of any other rights to which any person seeking indemnification may be entitled, both as to action in his or her official capacity and as to action in another capacity while holding such office. In addition, such indemnification will continue as to a person who has ceased to be a director, trustee, officer or employee and will inure to the benefit of such person’s heirs, executors and administrators.

(c)

Insurance

First Citizens’ Articles provide that, upon the vote of a majority of its Board of Directors, First Citizens may purchase and maintain insurance for the purpose of indemnifying its directors, officers, employees and agents to the extent that such indemnification is allowed under the Articles. First Citizens has purchased and maintains insurance policies that insure its directors and officers against certain liabilities that might be incurred by them in their capacities as directors and officers.

Item 15.

Recent Sales of Unregistered Securities.

Not applicable.

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Item 16.

Exhibits.

The documents listed below are filed with this Registration Statement as exhibits or incorporated into this Registration Statement by reference as noted:


Exhibit Number		Description

1.1		Form of Agency Agreement †

3.1		Articles of Incorporation, as amended, of First Citizens (Incorporated herein by reference to Exhibit 3.1 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-25980))

3.2		Certificate of Amendment by Shareholders or Members as filed with the Ohio Secretary of State on January 12, 2009, evidencing the adoption by the shareholders of First Citizens on January 5, 2009 of an amendment to Article FOURTH to authorize the issuance of up to 200,000 preferred shares, without par value (Incorporated herein by reference to Exhibit 3.1(B) to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-25980))

3.3		Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on January 21, 2009, evidencing adoption of an amendment by the Board of Directors of First Citizens to Article FOURTH to establish the express terms of the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of First Citizens (Incorporated herein by reference to Exhibit 3.1 to First Citizens Banc Corp’s Current Report on Form 8-K dated and filed January 26, 2009 (File No. 0-25980))

3.4		Certificate of Amendment by Directors or Incorporators to Articles filed with the Ohio Secretary of State on November 1, 2013, evidencing adoption of an amendment by the Board of Directors of First Citizens to Article FOURTH to establish the express terms of the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B †

3.5		Amended and Restated Code of Regulations of First Citizens (adopted April 17, 2007) (Incorporated herein by reference to Exhibit 3.2 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-25980))

4.1		Agreement to furnish instruments and agreements defining rights of holders of long-term debt (Incorporated herein by reference to Exhibit 4.3 to First Citizens Banc Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-25980))

4.2		Form of Certificate for 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B †

4.3		Form of Depositary Receipt †

4.4		Deposit Agreement †

5.1		Opinion of Vorys, Sater, Seymour and Pease LLP as to the legality of the securities to be registered †

10.1		First Citizens Banc Corp Stock Option and Stock Appreciation Rights Plan dated April 18, 2000 (Incorporated herein by reference to Exhibit 10.1 to First Citizens Banc Corp’s Current Report on Form 8-K filed on November 21, 2005 (File No. 0-25980))

10.2		Change in Control Agreement — James O. Miller (Incorporated herein by reference to Exhibit 10.6 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.3		Change in Control Agreement — Charles C. Riesterer (Incorporated herein by reference to Exhibit 10.7 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

II-5


Exhibit Number		Description

10.4		Change in Control Agreement — Todd A. Michel (Incorporated herein by reference to Exhibit 10.8 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.5		Change in Control Agreement — Leroy C. Link (Incorporated herein by reference to Exhibit 10.9 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.6		Supplemental Nonqualified Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.12 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-25980))

10.7		Amendment to Supplemental Nonqualified Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.13 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-25980))

12.1		Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends †

21.1		Subsidiaries of First Citizens (Incorporated herein by reference to Exhibit 21.1 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-25980))

23.1		Consent of S. R. Snodgrass, A.C. †

23.2		Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1) †

24.1		Powers of Attorney †

99.1		Order and Certification Form and Instructions †

99.2		Question and Answer Pamphlet †

99.3		Form of Cover Letter to Shareholders of First Citizens Banc Corp †

99.4		Form of Cover Letter to Selected Customers and Residents of Local Community †

99.5		Form of Cover Letter to Prospective Investors in the General Public †

99.6		Form of Letter from Keefe, Bruyette & Woods, Inc. to Shareholders, Customers and Friends †

99.7		Additional Solicitation Material †

†	Filed herewith.

II-6

Item 17.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-7

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information is required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective; and

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sandusky, State of Ohio, on November 1, 2013.


FIRST CITIZENS BANC CORP

By:				/s/ James O. Miller
Name:				James O. Miller
Title:				President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 1, 2013.


Signature		Title

/s/ James O. Miller James O. Miller		Director, President and Chief Executive Officer (principal executive officer)

/s/ Todd A. Michel Todd A. Michel		Senior Vice President (principal financial and accounting officer)

/s/ Thomas A. Depler Thomas A. Depler*		Director

/s/ Allen R. Maurice Allen R. Maurice*		Director

/s/ W. Patrick Murray W. Patrick Murray*		Director

/s/ Allen R. Nickles Allen R. Nickles*		Director

/s/ John P. Pheiffer John P. Pheiffer*		Director

/s/ David A. Voight David A. Voight*		Director, Chairman of the Board

/s/ Daniel J. White Daniel J. White*		Director

The above-named directors of the Registrant sign this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 by James O. Miller, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this Registration Statement on Form S-1 as exhibits, in the capacities indicated and on the 1 ^st day of November, 2013.


By:				/s/ James O. Miller
				James O. Miller
				President and Chief Executive Officer

II-9

EXHIBIT INDEX


Exhibit Number		Description

1.1		Form of Agency Agreement †

3.1		Articles of Incorporation, as amended, of First Citizens (Incorporated herein by reference to Exhibit 3.1 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-25980))

3.2		Certificate of Amendment by Shareholders or Members as filed with the Ohio Secretary of State on January 12, 2009, evidencing the adoption by the shareholders of First Citizens on January 5, 2009 of an amendment to Article FOURTH to authorize the issuance of up to 200,000 preferred shares, without par value (Incorporated herein by reference to Exhibit 3.1(B) to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-25980))

3.3		Certificate of Amendment by Directors or Incorporators to Articles, filed with the Ohio Secretary of State on January 21, 2009, evidencing adoption of an amendment by the Board of Directors of First Citizens to Article FOURTH to establish the express terms of the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of First Citizens (Incorporated herein by reference to Exhibit 3.1 to First Citizens Banc Corp’s Current Report on Form 8-K dated and filed January 26, 2009 (File No. 0-25980))

3.4		Certificate of Amendment by Directors or Incorporators to Articles filed with the Ohio Secretary of State on November 1, 2013, evidencing adoption of an amendment by the Board of Directors of First Citizens to Article FOURTH to establish the express terms of the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B †

3.5		Amended and Restated Code of Regulations of First Citizens (adopted April 17, 2007) (Incorporated herein by reference to Exhibit 3.2 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-25980))

4.1		Agreement to furnish instruments and agreements defining rights of holders of long-term debt (Incorporated herein by reference to Exhibit 4.3 to First Citizens Banc Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-25980))

4.2		Form of Certificate for 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B †

4.3		Form of Depositary Receipt †

4.4		Deposit Agreement †

5.1		Opinion of Vorys, Sater, Seymour and Pease LLP as to the legality of the securities to be registered †

10.1		First Citizens Banc Corp Stock Option and Stock Appreciation Rights Plan dated April 18, 2000 (Incorporated herein by reference to Exhibit 10.1 to First Citizens Banc Corp’s Current Report on Form 8-K filed on November 21, 2005 (File No. 0-25980))

10.2		Change in Control Agreement — James O. Miller (Incorporated herein by reference to Exhibit 10.6 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.3		Change in Control Agreement — Charles C. Riesterer (Incorporated herein by reference to Exhibit 10.7 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.4		Change in Control Agreement — Todd A. Michel (Incorporated herein by reference to Exhibit 10.8 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

II-10


Exhibit Number		Description

10.5		Change in Control Agreement — Leroy C. Link (Incorporated herein by reference to Exhibit 10.9 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 0-25980))

10.6		Supplemental Nonqualified Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.12 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-25980))

10.7		Amendment to Supplemental Nonqualified Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.13 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-25980))

12.1		Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends †

21.1		Subsidiaries of First Citizens (Incorporated herein by reference to Exhibit 21.1 to First Citizens Banc Corp’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-25980))

23.1		Consent of S. R. Snodgrass, A.C. †

23.2		Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1) †

24.1		Powers of Attorney †

99.1		Order and Certification Form and Instructions †

99.2		Question and Answer Pamphlet †

99.3		Form of Cover Letter to Shareholders of First Citizens Banc Corp †

99.4		Form of Cover Letter to Selected Customers and Residents of Local Community †

99.5		Form of Cover Letter to Prospective Investors in the General Public †

99.6		Form of Letter from Keefe, Bruyette & Woods, Inc. to Shareholders, Customers and Friends †

99.7		Additional Solicitation Material †

†	Filed herewith.

II-11

Exhibit 1.1

FIRST CITIZENS BANC CORP

(an Ohio corporation)

Up to 1,000,000 Depositary Shares

Each Representing a 1/40th Interest in

a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B

Liquidation Preference of $25.00 Per Depositary Share

Offering Price $25.00 Per Depositary Share

FORM OF AGENCY AGREEMENT

November 4, 2013

Keefe, Bruyette & Woods, Inc.

10 South Wacker Drive

Suite 3400

Chicago, Illinois 60606

Ladies and Gentlemen:

First Citizens Banc Corp, an Ohio corporation (the “Company”) hereby confirms its agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as set forth in this Agreement. Unless the context otherwise requires, all references to the Company include the Company and each of its subsidiaries, including The Citizens Banking Company (the “Bank”).

Section 1. The Offering . The Company intends to offer and sell up to 1,000,000 Depositary Shares (the “Shares”), each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 per share (the “Series B Shares”), in an offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Offering”), and (2) the Company’s customers and residents of the communities it serves (the “Community Offering”). Subject to the preference of subscriptions received first in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) and that the Company may in its sole discretion reject, in whole or in part, any orders received in the Offering.

Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

Section 2. Retention of Agent; Compensation . Subject to the terms and conditions herein set forth, the Company hereby appoints the Agent as its exclusive financial advisor and agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company with respect to the sale by the Company of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Company as to the matters set forth in the letter agreement, dated August 5, 2013, between the Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A ). The Company acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders or this Agreement.

Except as specifically provided for in Section 11 hereof, the obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same day funds at the Closing Date (as hereinafter defined).

In the event the Company is unable to sell a minimum of 800,000 Shares by the date when such sales must be completed, in accordance with the Prospectus, this Agreement shall terminate and the Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which it may have received from such subscriber, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (d) below.

The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

(a) In the case of any and all Shares sold in the Shareholder Offering, a placement agent fee equal to 3.5% of the aggregate purchase price of the Shares sold in the Shareholder Offering;

(b) In the case of any and all Shares sold in the Community Offering, a placement agent fee equal to 3.5% of the aggregate purchase price of the Shares sold in the Community Offering.

(c) If any Shares remain available after the Subscription and Community Offerings, at the request of the Company, the Agent may seek to form a syndicate of registered broker-dealers to assist in the sale of the Shares on a best efforts basis in the Syndicated Offering. The Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Company. The Agent will be paid a fee of 5.5% of the aggregate purchase price of the Shares sold in the Syndicated Offering. From this fee, the Agent may pass on to selected broker-dealers, if any, who assist in the Syndicated Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of securities sold at a comparable price per share in a similar market environment. The decision to utilize selected broker-dealers will be made by mutual agreement of the Company and the Agent.

(d) The Company shall reimburse the Agent for its reasonable out-of-pocket expenses related to the Offering, regardless of whether the Offering is consummated, including, without limitation, legal, marketing, syndication and travel expenses in accordance with Section 7. The provisions of this paragraph or Section 7 are not intended to apply to or in any way impair or limit the indemnification provisions contained herein.

Section 3. Sale and Delivery of Shares . If all conditions precedent to the consummation of the Offering are satisfied, the Company agrees to issue, or have issued, the Series B Shares and to issue, or have issued, the Shares sold in the Offering and to direct the Depositary to release for delivery the Depositary Receipts in book entry form on the Closing Date against payment to the Company by the Escrow Agent of funds received pursuant to the subscription agreements; provided, however, that no funds shall be released by the Escrow Agent to the Company until the conditions specified in Section 8 hereof shall have been complied with to the reasonable satisfaction of the Agent or its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent as set forth in Section 14. The Depositary Receipts shall initially be reflected in book-entry form reflected on the books and records of the Depositary and appropriate evidence thereof shall be delivered to the purchasers in accordance with their directions as provided by the Company to the Depositary. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.”

Section 4. Representations and Warranties of the Company . The Company represents and warrants to and agrees with the Agent as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date, as follows:

(a) The Registration Statement, which was prepared by the Company and filed with the Commission, has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the best knowledge of the Company, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective, at the Applicable Time (as defined in Section 4(c) hereof) and at the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Company contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Company for use in connection with the Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus is filed with the Commission and

at the Closing Date referred to in Section 3 hereof, the Prospectus (including any amendment or supplement thereto) and any information regarding the Company contained in Sales Information (as such term is defined in Section 9 hereof) authorized by the Company for use in connection with the Offering will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Agent or its counsel expressly regarding the Agent for use in the Registration Statement, including the Prospectus contained therein.

(b) The Company has not, directly or indirectly, distributed or otherwise used and will not, directly or indirectly, distribute or otherwise use any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on the Company’s or the Bank’s website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the offering and sale of the Shares other than any Permitted Free Writing Prospectus or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act Regulations distributed by the Company and reviewed and approved in advance for distribution by the Agent. The Company has not, directly or indirectly, prepared or used and will not directly or indirectly, prepare or use, any Permitted Free Writing Prospectus except in compliance with the filing and other requirements of Rules 164 and 433 of the 1933 Act Regulations; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by the Agent, of any Permitted Free Writing Prospectus will satisfy the provisions of Rules 164 and 433 (without reliance on subsections (b), (c) and (d) for Rule 164); and the Company is not an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations) as of the eligibility determination date for purposes of Rules 164 and 433 of the 1933 Act Regulations with respect to the offering of the Shares or otherwise precluded under Rule 164 from using free writing prospectuses in connection with the offering of the Shares.

(c) As of the Applicable Time (as defined below), neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Shares or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Holding Company by the Agent specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

1. “ Applicable Time ” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Shares.

2. “ Statutory Prospectus ,” as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement relating to the offered Shares immediately prior to the Applicable Time, including any document incorporated by reference therein.

3. “ Issuer-Represented Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, relating to the offered Shares in the form filed or required to be filed or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the 1933 Act Regulations. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.

4. “ Issuer-Represented General Free Writing Prospectus ” means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

5. “ Issuer-Represented Limited-Use Free Writing Prospectus ” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 of the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) of the 1933 Act Regulations or otherwise, even though not required to be filed with the Commission.

6. “ Permitted Free Writing Prospectus ” means any free writing prospectus as defined in Rule 405 of the 1933 Act Regulations that is consented to in writing by the Company and the Agent.

(d) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offering and sale of the offered Shares or until any earlier date that the Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein.

(e) The Company has filed, or will file at or prior to the time of their first use, the Prospectus and any Sales Information with the Commission and any other applicable regulator, to the extent required. The Prospectus and all Sales Information, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 3, complied and will comply with the applicable requirements of the 1933 Act and the 1933 Act Regulations and, at or prior to the time of their first use, will have received all required authorizations from the Commission for use thereof in final form. No approval of any regulatory or supervisory or other public authority is required in connection with the distribution of the Prospectus and any Sales Information that has not been obtained, or will not be obtained at or prior to the time of first use, and a copy of which has been, or will be, delivered to the

Agent. The Company has not distributed any offering material in connection with the Offering except for the Prospectus and any such Sales Information. The information contained in the Sales Information filed as an exhibit to the Registration Statement does not conflict with information contained in the Registration Statement.

(f) The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Ohio with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company is, and at the Closing Date will be, qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the conduct of the business, financial condition, results of operations, affairs or prospects of the Company, taken as a whole (a “Material Adverse Effect”). The Company has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Company is in compliance therewith and with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. There are no outstanding warrants and, except as described in the Registration Statement and Prospectus, there are no outstanding options to purchase any securities of the Company.

(g) The Bank is a duly organized and validly existing Ohio-chartered state member bank duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not reasonably be expected to have a Material Adverse Effect; the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not reasonably be expected to have a Material Adverse Effect. The Bank does not own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to the operations of the Company, taken as a whole. The authorized capital stock of the Bank consists of (i) 300,000 common shares, par value $20.00 per share (the “Bank Common Stock”), of which 300,000 shares are issued and outstanding as of the date hereof and owned by the Company free and clear of all liens, claims or encumbrances, and (ii) 17,577 Class A noncumulative, perpetual preferred shares, par value $1,000 per share, of which no shares are issued and outstanding as of the date hereof.

(h) The only subsidiaries of the Company are (i) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement (collectively the “Subsidiaries”) and (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. Either the Company or the Bank owns all of the issued and outstanding capital stock of each of the Subsidiaries free and clear of all liens, claims or encumbrances. Each of the Subsidiaries is duly organized, validly existing and in good standing as a corporation, limited liability corporation, partnership or other form of organization under the laws of the State of Ohio or other applicable jurisdiction with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is, and at the Closing Date will be, qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business

requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect, and each Subsidiary is in compliance therewith and with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. There are no outstanding warrants or options to purchase any securities of the Subsidiaries. The activities of each of the Subsidiaries are permitted of a bank holding company registered under the Bank Holding Company Act of 1956, as amended.

(i) The authorized capital stock of the Company consists of: (1) 20,000,000 common shares, no par value per share (the “Common Shares”), of which 7,707,917 shares are issued and outstanding as of the date hereof; (2) 23,184 Series A preferred shares, no par value per share (the “Series A Preferred Shares”) of which 23,184 shares are issued and outstanding as of the date hereof; (3) 25,000 of the Series B Shares, no par value per share, liquidation preference $25.00 per share, of which no shares are issued and outstanding as of the date hereof; and (4) 151,816 undesignated preferred shares, no par value per share, of which no shares are issued and outstanding as of the date hereof. All of the shares of the Company’s issued and outstanding capital stock have been duly authorized and validly issued and are fully paid and non-assessable and none of such shares of capital stock was issued in violation of any preemptive or other similar rights. No additional Common Shares or Series A Preferred Shares will be issued prior to the Closing Date. The terms and provisions of the Shares, the Common Shares and the Series B Shares conform with the requirements of applicable law and to all statements relating thereto contained in the Prospectus. Each of the authorized Series B Shares to be issued and the Shares to be issued and sold by the Company in the Offering have been duly authorized for issuance and, when the Series B Shares have been issued and delivered by the Company to the Depositary, pursuant to the Certificate of Designations relating thereto against payment of the consideration therefor, the Series B Shares will be duly and validly issued and fully paid and nonassessable, and the Series B Shares will be held for the benefit of the holders of the Shares by the Depositary, free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim; and the receipts representing the Shares will conform with the requirements of applicable laws and regulations and to all statements thereto contained in the Prospectus. The Common Shares issuable upon conversion of the Series B Shares (the “Conversion Shares”) have been duly authorized and reserved for issuance by the Company in sufficient number to meet the current conversion requirements based on the conversion rate in effect as of the date hereof and as of the Closing Date and, when issued and delivered upon conversion and in accordance with the Certificate of Designations will be duly and validly issued and fully-paid and non-assessable. Neither the issuance of the Series B Shares nor the Shares is subject to any preemptive or similar rights.

(j) The deposit of the Series B Shares in respect of the Shares by the Company in accordance with the Deposit Agreement has been duly authorized and, when the Shares (evidenced by the related Depositary Receipts) are issued and delivered in accordance with the terms of the Registration Statement, the Prospectus, the subscription agreement, this Agreement and the Deposit Agreement, the Shares will represent legal and valid interests in such Series B Shares, and the Shares (evidenced by the related Depositary Receipts) will entitle holders thereof to the benefits provided therein and in the Deposit Agreement. The Shares, the Series B Shares and the Conversion Shares conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(k) Except as described in the Prospectus, there are no contractual encumbrances or restrictions or requirements or legal restrictions or requirements required to be described therein, on the ability of either the Company or the Bank, to pay dividends or make any other distributions on its capital stock. Except as described in the Prospectus, there are no restrictions, encumbrances or requirements affecting the payment of dividends or the making of any other distributions on any of the capital stock of the Company or the Bank.

(l) Each of the Company and the Bank has properly administered in all material respects all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation. Neither the Company, the Bank, nor any of their respective directors, officers or employees has committed any breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects.

(m) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Bank is duly registered as an Ohio state-chartered bank with the State of Ohio Department of Commerce, Division of Financial Institutions (the “ODFI”) under the laws of the State of Ohio.

(n) The Bank is a member in good standing of the Federal Home Loan Bank of Cincinnati. The deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Company, threatened.

(o) The Company has good and marketable title to all real property, and good title to all other assets, owned by the Company and material to the business of the Company, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus or as are not material to the business of the Company, taken as a whole; and all of the leases and subleases material to the business of the Company, taken as a whole, under which the Company holds properties, including those described in the Registration Statement and Prospectus, are in full force and effect.

(p) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and as of the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(q) The Company has received an opinion of its counsel, Vorys, Sater, Seymour and Pease LLP, with respect to the legality of the Shares and the Series B Shares to be issued, and the Common Shares to be issued upon conversion of the Series B Shares, a copy of which is filed as an exhibit to the Registration Statement.

(r) The Company has all such corporate power and authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue the Series B Shares and to issue and sell the Shares to be sold as provided herein and as described in the Prospectus. The execution, delivery and performance of this Agreement

and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been validly executed and delivered by the Company and, assuming due execution and delivery by the Agent, is the valid, legal and binding agreement of the Company enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy or pursuant to applicable Federal law and the rules, regulations and policy of the FDIC and the ODFI.

(s) The Deposit Agreement has been duly authorized by the Company and, when duly executed and delivered by the Company and the Depositary, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Deposit Agreement conforms in all material respects to the description of the Deposit Agreement contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(t) Since January 1, 2011, neither the Company nor the Bank has been a party to any cease and desist order, written agreement or memorandum of understanding with, or any commitment letter or similar undertaking to, or has been subject to any action, proceeding, order or directive by any federal or state governmental entity or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”), or has adopted any board resolutions relating to the business of the Company or the Bank, at the request of any Governmental Entity, or has been advised by any Governmental Entity that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such action, proceeding, order, directive, written agreement, memorandum of understanding, commitment letter, board resolutions or similar undertaking. There are no material unresolved violations, criticisms or exceptions by any Governmental Entity with respect to any report or statement relating to any examinations of the Company or the Bank.

(u) Neither the Company nor the Bank is in violation of any directive received from any Governmental Entity to make any change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the Board of Governors of the Federal Reserve System (the “FRB”), the FDIC and the ODFI) and, except as may be set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there is no suit or proceeding or charge or action before or by any Governmental Entity, pending or, to the best knowledge of the Company, threatened, which might materially and adversely affect the Offering, or which might result in any Material Adverse Effect.

(v) The consolidated financial statements, schedules and notes related thereto which are included in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the consolidated balance sheets, statements of operations, statements of comprehensive income (loss), statements of changes in shareholders’ equity and statements of cash flows of the Company on a consolidated basis at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of the 1933 Act Regulations, the 1934 Act Regulations and Regulation S-X. Such consolidated financial statements, schedules and notes related thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied throughout the periods involved, present fairly in all material respects the information required to be stated therein. The other

financial, statistical and pro forma information and related notes included in the Registration Statement and the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited consolidated financial statements of the Company included in the Prospectus, and any adjustments made therein have been properly applied on the basis described therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, and the books and records of the Company. No other financial statements or schedules are required to be included in the Registration Statement. To the extent applicable, all disclosures contained in the Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, as applicable.

(w) The Company carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in a similar industry; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(x) Since the respective dates as of which information is given in the Registration Statement including the Prospectus and except as disclosed in the General Disclosure Package and the Prospectus: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company and its subsidiaries, considered as one enterprise, or in the earnings, capital, properties, business or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of the Company or in the principal amount of the Company’s consolidated assets which are classified as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Company; nor has the Company issued any securities (other than pursuant to the Company’s equity compensation plans in existence as of the date hereof and as described in the Registration Statement, any such awards being consistent with past practices) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Company; (iv) there has been no material adverse change in the Company’s relationship with its insurance carriers, including, without limitation, cancellation or other termination of the Company’s fidelity bond or any other type of insurance coverage; (v) there has been no material change in management of the Company or any of its subsidiaries; (vi) the Company has not sustained any material loss or interference with its business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (vii) the Company has not defaulted in the payment of principal or interest on any outstanding debt obligations; and (viii) the capitalization, liabilities, assets, properties and business of the Company conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus.

(y) Neither the Company nor any of the Subsidiaries is (i) in violation of its articles of incorporation or bylaws (and the Company will not be in violation of its articles of incorporation or bylaws upon completion of the Offering), or (ii) in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture, mortgage, or other instrument to which it is a party or by which it or any of its property may be bound, or to which any of the property or assets of the Company is subject, except for defaults that would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect, and there are no contracts or documents of the Company that are required to be filed as exhibits to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus that have not been so filed or described, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus are fairly summarized in all material respects. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the assets of the Company pursuant to its articles of incorporation or bylaws, (ii) constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the assets of the Company pursuant to any contract, lease or other instrument in which the Company has a beneficial interest, or any applicable law, rule, regulation or order; or (iii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the Company, except with respect to clauses (ii) and (iii) only, for such breaches, defaults, violations or liens, charges and encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(z) Except as disclosed in the Registration Statement, the General Disclosure Package, any preliminary prospectus and/or the Prospectus, the Company and its Subsidiaries conduct their respective businesses in compliance in all material respects with all federal, state, local and foreign statutes, laws, rules, regulations, decisions, directives and orders applicable to them (including, without limitation, all applicable regulations and orders of, or agreements with, the FRB, the FDIC and the ODFI, all applicable fair lending laws or other laws relating to discrimination, the Bank Secrecy Act, Title III of the USA Patriot Act, the Currency and Foreign Transaction Reporting Act of 1970, as amended, and the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency). Neither the Company nor its Subsidiaries has received any written communication from any Governmental Entity asserting that the Company or any Subsidiary is not in compliance in any material respect with any statute, law, rule, regulation, decision, directive or order and which asserted noncompliance has not been corrected or resolved in all material respects.

(aa) All documents made available or delivered by, or to be made available to or delivered by the Company or its representatives in connection with the issuance of the Series B Shares and the issuance and sale of the Shares, including records of shareholders of the Company and customers of the Bank, or in connection with the Agent’s exercise of due diligence, except for those documents which were prepared by parties other than the Company or its representatives, were on the dates on which they were delivered or made available, or will be on the dates on which they are to be delivered or made available, true, complete and correct in all material respects.

(bb) Upon consummation of the Offering, the authorized, issued and outstanding equity capital of the Company will be within the range set forth in the General Disclosure Package and the Prospectus under the caption “Capitalization.” Each of the Series B Shares and the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Company against payment of the consideration calculated as set forth in the Prospectus, will be duly and validly issued, fully paid and non-assessable, no preemptive rights exist with respect to either of the Series B Shares or the Shares; and the terms and provisions of each of the Series B Shares and the Shares will conform to the description thereof contained in the Registration Statement and the Prospectus. Upon the issuance of the Series B Shares and the Shares, a valid interest in the Series B Shares and good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor.

(cc) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default, on the part of the Company in the due performance and observance of any term, covenant, agreement, obligation, representation, warranty or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement, lease, license, permit or any other instrument or agreement to which the Company or by which it or any of its property is bound or affected which, in any such case, would reasonably be expected to have, individually or in the aggregate with other breaches, violations or defaults, a Material Adverse Effect; each of such agreements is in full force and effect and is the legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity and no other party to any such agreement has instituted or, to the best knowledge of the Company, threatened any action or proceeding wherein the Company or any subsidiary thereof would or might be alleged to be in default thereunder where such action or proceeding, if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect.

No party has sent or received any notice indicating the termination of or intention to terminate any of the material contracts or agreements referred to or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the best knowledge of the Company, no such termination has been threatened by any party to any such contract or agreement.

(dd) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated in the Registration Statement, the Company has not or will not have issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business.

(ee) Neither the Company, the Bank nor any of the Subsidiaries maintains any “pension plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), other than the Company’s 401(k) plan and the Company’s defined benefit pension plan (for employees of the Company and its Subsidiaries who were participants as of December 31, 2006). In addition, (i) the employee benefit plans, including employee welfare benefit plans, of the Company (the “Employee Plans”) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (ii) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the Company for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (iii) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the Company and (iv) all Employee Plans that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the best knowledge of the Company, threatened, claims by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits).

(ff) No approval of any Governmental Entity is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for the approval of the Commission, and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the Financial Institution Regulatory Authority (“FINRA”).

(gg) S.R. Snodgrass, A.C. , which has certified the audited consolidated financial statements and supporting schedules of the Company included or incorporated by reference in the Prospectus, has advised the Company in writing that it is, with respect to the Company, an independent registered public accounting firm within the applicable rules of the Public Company Accounting Oversight Board (United States) and as required by the 1933 Act and 1933 Act Regulations and the 1934 Act and 1934 Act Regulations.

(hh) The Company has timely filed or extended all required federal, state and local income and franchise tax returns required to be filed; the Company has timely paid all taxes that have become due and payable in respect of such returns and no deficiency has been asserted with respect thereto by any taxing authority. All tax liabilities have been adequately provided for in the financial statements of the Company in accordance with GAAP. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the Company or with the issuance by the Company of the Series B Shares or the issuance or sale by the Company of the Shares.

(ii) Each of the Company and the Bank is in compliance with the applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. The Bank has established compliance programs and is in compliance with the requirements of the USA PATRIOT Act and all applicable regulations promulgated thereunder, and except as disclosed in the Prospectus, there is no charge, investigation, action, suit or proceeding before any court, regulatory authority or governmental entity or body pending or, to the best knowledge of the Company, threatened regarding the Bank’s compliance with the USA PATRIOT Act or any regulations promulgated thereunder. None of the Company, the Bank nor, to the Company’s knowledge, any director, officer, employee or agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(jj) All Sales Information (as defined in Section 9(a)) used by the Company in connection with the Offering that is required to be filed with the Commission has been or will be filed at or prior to the time of first use.

(kk) None of the Company, the Bank or, to the best knowledge of the Company, any employee of the Company or the Bank has made any payment of funds as a loan for the purchase of the Shares or made any other payment of funds prohibited by law with respect to the purchase of the Shares, and no funds have been set aside to be used for any payment prohibited by law with respect to the purchase of the Shares.

(ll) Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in the unlawful stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(mm) The Company has not: (i) issued any securities within the 12 months prior to the date hereof (except for notes to evidence bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus) to any FINRA member firm or any person related to or associated with such member; (ii) had any material dealings within the 12 months prior to the date hereof with any member of the FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement relating to the proposed Offering except as contemplated hereunder; or (iv) engaged any intermediary between the Agent and the Company in connection with the offering of the Shares, and no person is being compensated in any manner for such services.

(nn) No person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the 1933 Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares to be sold by the Company hereunder.

(oo) The Company has not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Offering.

(pp) The records used by the Company to determine the Company’s shareholders for purposes of the Shareholder Offering and the Company’s customers for purposes of the Community Offering are accurate and complete in all material respects.

(qq) The Company is not, and does not intend to conduct business in a manner which would cause it to become, and upon the issuance of the Series B Shares and the issuance and sale of the Shares as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement and Prospectus will not be, an “investment company,” an entity “controlled” by an “investment company” or an “investment adviser” within the meaning of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended.

(rr) The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

(ss) Neither the Company nor any of its properties are in violation of or, to the best knowledge of the Company, liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the best knowledge of the Company, threatened relating to the liability of any property owned or operated by the Company under any Environmental Law. To the best knowledge of the Company, there are no events or circumstances that could form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company relating to any Environmental Law. For purposes of this subsection, the term “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

(tt) The Company owns or possesses, or can acquire on reasonable terms, adequate patents, patent licenses, trademarks, service marks and trade names necessary to carry on its business as presently conducted and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any patents, patent licenses, trademarks, service marks or trade names that, in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has infringed or is infringing on the intellectual property of a third party, and, except as are described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except where such infringement would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(uu) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounts or assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books, records and accounts and systems of internal accounting control of the Company and its Subsidiaries comply in all material respects with the requirements of Section 13(b)(2) of the 1934 Act. The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that the information the Company will be required to disclose in the reports it files or submits under the 1934 Act is accumulated and communicated to the Company’s management (including the Company’s chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the Commission’s rules and forms, and that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within the Company and its Subsidiaries to allow timely decisions regarding disclosure. To the best knowledge of the Company, S.R. Snodgrass, A.C. and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal accounting controls. Except as described in the Registration Statement, the General Disclosure Package, any preliminary prospectus and/or the Prospectus, since the end of the Company’s most recently audited fiscal year, there has been (I) no material weakness, as defined in Rule 1-02 of Regulation S-X, in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the 1934 Act, (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(vv) To the extent there are any errors, exceptions, discrepancies or other items noted by S.R. Snodgrass, A.C. in its comfort letter to be delivered to the Agent pursuant to Section 8(h) hereof relating to financial or other information included or incorporated by reference in the Registration Statement or the Prospectus (collectively the “exceptions”), the Company has reviewed such exceptions and determined that: (i) such exceptions are not, either individually or collectively, in the context of the report or filing in which such exception is noted or included, material to the Company’s financial statements or financial disclosures included in such report or filing; (2) such exceptions do not, either

individually or collectively, cause the Company’s financial statements or financial disclosures included in such report or filing to be materially misstated or omit to include material information; and (3) are not the result of a significant deficiency or material weakness in the Company’s internal control over financial reporting.

(ww) To the best knowledge of the Company, there are no affiliations or associations between any FINRA member firm and any of the Company’s officers, directors or 5% or greater security holders, except as set forth in the Registration Statement and the Prospectus. To the best knowledge of the Company, no relationship, direct or indirect, exists between or among the Company or any of the Subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of the Subsidiaries, on the other, that is required by the 1933 Act or by the 1933 Act Regulations to be described in the Registration Statement and/or the Prospectus and that is not so described.

(xx) Any certificates signed by an officer of the Company pursuant to the conditions of this Agreement and delivered to the Agent or its counsel that refers to this Agreement shall be deemed to be a representation and warranty by the Company to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(yy) The statistical and market related data contained in any Permitted Free Writing Prospectus, the Prospectus and the Registration Statement are based on or derived from sources which the Company believes were reliable and accurate at the time they were filed with the Commission. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(zz) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission thereunder. The Company has not incurred and does expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code; and each “pension plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, that would cause the loss of such qualification.

(aaa) The Shares to be sold by the Company are duly authorized for listing, subject to official notice of issuance, on The NASDAQ Capital Market.

(bbb) Neither the Company nor any of the Subsidiaries, nor, to the Company’s knowledge, any of its affiliates or any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company, is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”). The Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, partner or joint venture or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC.

(ccc) Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from the Company or any of the Subsidiaries any brokerage or finder’s fee or commission as a result of the transactions contemplated by this Agreement.

Section 5. Representations, Warranties and Covenants of the Agent . The Agent represents, warrants and covenants to the Company as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) The Agent has not, directly or indirectly, distributed or otherwise used and will not, directly or indirectly, distribute or otherwise use any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations)or other offering material in connection with the offering and sale of the Shares other than any Permitted Free Writing Prospectus or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act Regulations distributed and/or approved in advance in writing by the Company.

(d) The Agent is not subject to any pending proceeding under Section 8A of the 1933 Act with respect to the Offering (and will promptly notify the Company if any such proceeding against it is initiated).

Section 6. Covenants of the Company . The Company hereby covenants and agrees with the Agent as follows:

(a) The Company will not, at any time prior to or after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent and its counsel shall reasonably object.

(b) If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at the subsequent time, not misleading, the Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Agent expressly for use therein.

(c) The Company represents and agrees that, unless it obtains the prior consent of the Agent, it has not made and will not make any offer relating to the offered Shares that would constitute an “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Regulations, or that would constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act Regulations, required to be filed with the Commission. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply in all material respects with the requirements of Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the 1933 Act Regulations.

(d) The Company will use its best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission, and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) of any comments from the Commission or any other governmental entity with respect to the Registration Statement; (iii) of the request by the Commission for any amendment or supplement to the Registration Statement, or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (v) of the occurrence of any event mentioned in paragraph (h) below. The Company will make every reasonable effort (i) to prevent the issuance by the Commission of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(e) The Company will deliver to the Agent and to its counsel as many conformed copies of the Registration Statement as originally filed and of each amendment or supplement thereto, including all exhibits, as the Agent may reasonably request.

(f) The Company will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to the Offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Registration Statement, the Prospectus and this Agreement in connection with the sale of the Shares by the Agent.

(g) The Company will comply with any and all terms, conditions, requirements and provisions with respect to the Offering imposed by the Commission or any other applicable regulator and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Company will comply, at its own expense, with all requirements imposed upon it by the Commission or any other applicable regulator and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Shares during such period in accordance with the provisions hereof and the Prospectus. The Company will comply with all undertakings contained in the Registration Statement.

(h) If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting the Company shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company and in the opinion of the Agent’s counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration

Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company will immediately so inform the Agent and prepare and file, at its own expense, with the Commission, and furnish to the Agent a reasonable number of copies, of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Company will timely furnish to the Agent such information with respect to the Company as the Agent may from time to time reasonably request.

(i) The Company will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such information as may be required to qualify or register the Shares for offering and sale by the Company or to exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares will be sold or as the Agent and the Company may reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

(j) The Company will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent’s prior written consent, any of Series B Shares, the Shares, or its Common Shares, other than in connection with any plan or arrangement described in the Prospectus.

(k) As of the date of this Agreement, the Agent shall have received a lock-up agreement substantially in the form of Exhibit C hereto signed by the persons listed on Exhibit D hereto.

(l) The Company will register the Shares under Section 12(b) of the 1934 Act prior to the Closing Date. The Company shall maintain the effectiveness of such registration for not less than five years from the time of effectiveness.

(m) On or prior to the date hereof, the Company shall have filed the Certificate of Designations with the Secretary of State of the State of Ohio, and such Certificate of Designations shall be in full force and effect.

(n) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with the offer and sale of the Securities, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(o) During the period of two years from the date hereof, the Company will furnish to the Agent: (i) to the extent not available on the Commission’s Next-Generation EDGAR filing system, as soon as practicable after such information is publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to shareholders); (ii) to

the extent not available on the Commission’s Next-Generation EDGAR filing system, a copy of each other non-confidential report of the Company mailed to its shareholders or filed with the Commission or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Company as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Company as the Agent may reasonably request.

(p) The Company will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption “Use of Proceeds.”

(q) The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(r) The Company will maintain appropriate arrangements for depositing all funds received from persons mailing or delivering subscriptions for or orders to purchase Shares in the Offering with the escrow agent, on a non-interest-bearing basis as described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release or delivery of the Shares sold in the Offering in accordance with and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto.

(s) The Company will take such actions and furnish such information as are reasonably requested by the Agent and/or its counsel in order for the Agent to ensure compliance with any and all FINRA rules and regulations applicable to the Offering.

(t) The Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.

(u) Prior to the Closing Date, the Company will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(v) The Company will not deliver the Shares until the Company has satisfied or caused to be satisfied each condition set forth in Section 8 hereof, unless such condition is waived in writing by the Agent.

(w) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, the Company will not have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the Company and its Subsidiaries, taken as a whole.

(x) Until the Closing Date, the Company will conduct its businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the FRB, FDIC and the ODFI.

(y) The facts and representations provided to Vorys, Sater, Seymour and Pease LLP and Vedder Price P.C. by the Company and upon which each of Vorys, Sater, Seymour and Pease LLP and Vedder Price P.C. will base their opinions under Sections 8(b) and (c), respectively, are and will be truthful, accurate and complete in all material respects.

(z) The Company will use all reasonable efforts to comply with, or cause to be complied with, the conditions precedent to the several obligations of the Agent specified in Section 8.

(aa) The Company will use its best efforts to effect and maintain the listing of the Shares on The NASDAQ Capital Market within 30 days of issuance of the Shares.

(bb) The Company will reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Shares for the purpose of enabling the Company to satisfy any obligation to issue the Conversion Shares.

Section 7. Payment of Expenses . Whether or not the Offering is completed or the sale of the Shares by the Company is consummated, the Company agrees to pay, or reimburse the Agent as the case may be, for: (i) all filing fees in connection with all filings related to the Offering with the FINRA; (ii) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (iii) all expenses of the Offering, including but not limited to the Agent’s attorneys’ fees and expenses, blue sky fees, FINRA filing and registration fees, transfer agent, registrar, escrow agent and depositary fees and charges, fees relating to auditing and accounting or other advisors, costs of printing and mailing all documents necessary in connection with the Offering, the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the prior approval of the Company in connection with the road show presentations, reasonable travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered with the prior approval of the Company in connection with the road show. In the event the Company is unable to sell the minimum number of Shares necessary to complete the Offering or the Offering is terminated or otherwise abandoned, the Company shall promptly reimburse the Agent in accordance with Section 2(d) hereof.

Section 8. Conditions to the Agent’s Obligations . The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Company herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company shall have performed all of its obligations hereunder to be performed on or before such dates, and to the following further conditions:

(a) The Registration Statement shall have been declared effective by the Commission not later than 5:30 p.m. Eastern Time on the date of this Agreement, or with the Agent’s consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Offering shall have been issued or proceedings therefore initiated or, to the Company’s knowledge, threatened by the Commission or any other federal or state authority.

(b) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Vorys, Sater, Seymour and Pease LLP, counsel for the Company, in form and substance as attached hereto as Exhibit B . Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. Such counsel also may assume, with respect to all matters governed by the laws of jurisdictions other than the law of the State of Ohio and the federal law of the United States and the General Corporation Law of the State of Delaware, that such laws are the same as Ohio law.

(c) On Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date, of Vedder Price P.C., counsel for the Agent, in form and substance satisfactory to the Agent. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(d) Each of the executive officers and directors of the Company which are listed on Exhibit D hereto has executed and delivered the lock-up agreements substantially in the form of Exhibit C hereto.

(e) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Agent’s counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company and the conditions set forth in this Section 8 have been satisfied; (iii) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company independently, or of the Company considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date; (v) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date and will comply in all material respects with all obligations to be satisfied by it after the Closing Date; and (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to best the knowledge of the Company, threatened by the Commission or any state authority.

(f) The Company shall not have sustained, since the date of the latest financial statements included in the Registration Statement, the General Disclosure Package and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,

otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect that is, in the Agent’s reasonable judgment, sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(g) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial condition, results of operations or business of the Company considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) the Company shall not have received from any Governmental Entity any direction (oral or written) to make any material change in the method of conducting its business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would affect the financial condition, results of operations or business of the Company and its Subsidiaries taken as a whole; (iii) the Company shall not have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the best knowledge of the Company, threatened against the Company or affecting any of its properties wherein an unfavorable decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the Company and its Subsidiaries taken as a whole; (v) no Governmental Entity shall have instituted any proceeding for the purpose of enjoining or prohibiting the consummation of the Offering and no statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal consummation of the Offering; and (vi) each of the Series B Shares, the Shares and the Common Shares issuable upon conversion of the Series B Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company.

(h) At the time of the execution of this Agreement, the Agent shall have received from S.R. Snodgrass, A.C., the current independent registered public accounting firm for the Company, a letter dated such date, in form and substance satisfactory to the Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(i) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by S.R. Snodgrass, A.C. in the letter delivered by it pursuant to subsection (h) of this Section 8.

(j) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements, if required.

(k) Subsequent to the date hereof, there shall not have occurred any of the following: (i) any domestic or international event or act or occurrence has materially disrupted the United States securities market such as to make it, in the Agent’s reasonable opinion, impracticable or inadvisable to proceed with the Offering; (ii) a suspension or limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or in the over-the-counter market, or quotations halted generally on The NASDAQ Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or The NASDAQ Stock Market or by order of the Commission or any other governmental authority; (iii) a general moratorium on

the operations of commercial banks or federal savings and loan associations, or a general moratorium on the withdrawal of deposits from commercial banks or federal savings and loan associations declared by federal or state authorities, or a moratorium in foreign exchange trading by major international banks or persons has been declared; (iv) the engagement by the United States in major hostilities or escalation thereof or the declaration, on or after the date hereof, of a national emergency or war, or (v) a material decline in the price of equity or debt securities, if the effect of such declaration or decline, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(l) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the sale of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent or its counsel.

(m) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent or to counsel for the Agent. Any certificate signed by an officer of any of the Company and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Company to the Agent as to the statements made therein.

Section 9. Indemnification .

(a) The Company agrees to indemnify and hold harmless the Agent, its officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent or any of such persons may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such persons upon written demand for any expense (including reasonable fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer Represented General Free Writing Prospectus, preliminary or final Prospectus (or any amendment or supplement thereto), or any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state or jurisdiction to exempt the Company as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the securities laws thereof (collectively, the “Blue Sky Application”), or any document, advertisement, oral statement or communication (“Sales Information”) prepared, made or executed by or on behalf of the Company with its consent and based upon written information furnished by or on behalf of the Company, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure

Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer—Represented General Free Writing Prospectus, any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, any Issuer-Represented General Free Writing Prospectus, any Blue Sky Application or Sales Information made in reliance upon and in conformity with information furnished in writing to the Company by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company, by the Agent regarding the Agent is set forth in the Prospectus in the second, third to last and last paragraphs under the subheading “Marketing and Distribution; Compensation” under the caption “Plan of Distribution”.

(b) The Agent agrees to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Company, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent’s obligations under this Section 9(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information in reliance upon and in conformity with information furnished in writing to the Company or the Bank, by the Agent or its counsel regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company by the Agent regarding the Agent is set forth in the Prospectus in the second, third to last and last paragraphs under the subheading “Marketing and Distribution; Compensation” under the caption “Plan of Distribution”.

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 9 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it

and approved by the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys designated by the Agent if the Agent is an indemnified party, for all indemnified parties, collectively, in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall be liable for any settlement effected without its written consent.

Section 10. Contribution . In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 9 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company or the Agent, the Company and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding, but after deducting any contribution received by the Company or the Agent from persons other than the other parties thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Company from the sale of the Shares in the Offering, and the Company shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Company on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereto), but also the relative benefits received by the Company on the one hand and the Agent on the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Agent on the other and the parties’ relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro-rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent’s liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Agent may otherwise have. For purposes of this Section 10, each of the Agent’s and the Company’s officers and directors and each person, if any, who controls the Agent or any of the Company within the meaning of the 1933 Act and the

1934 Act shall have the same rights to contribution as the Agent on the one hand, or, the Company on the other hand. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 10.

Section 11. Termination . The Agent may terminate this Agreement by giving the notice indicated below in Section 12 at any time after this Agreement becomes effective as follows:

(a) If the effect of any of the events described in Section 8(l) hereof makes it, in the Agent’s reasonable opinion, impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus; or if there shall have been a material adverse change in the financial condition, results of operations or business of the Company and its Subsidiaries, taken as a whole, or if the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not said loss shall have been insured.

(b) In the event the Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in accordance with the Prospectus, this Agreement shall terminate upon refund by the Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, and no party to this Agreement shall have any obligation to the other hereunder, except as set forth in Sections 2, 7, 9 and 10 hereof.

(c) If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and all of the Agent’s obligations hereunder may be cancelled by the Agent by notifying the Company of such cancellation in writing or by electronic mail at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2, 7, 9 and 10 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by telephone or electronic mail, confirmed by letter.

The Company may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or covenants contained in Section 5 and such breach has not been cured within a reasonable time period after the Company has provided the Agent with notice of such breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 12. Notices . All communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, New York, NY 10019, Attention: Chief Counsel — Investment Banking (with a copy to Vedder Price P.C., 222 N. LaSalle Street, Suite 2600, Chicago, Illinois 60601, Attention: Jennifer Durham King, Esq.) and, if sent to the Company, shall be mailed, delivered or telegraphed and confirmed to First Citizens Banc Corp, 100 East Water Street, Sandusky, Ohio 44870, Attention: James O. Miller (with a copy to Vorys, Sater, Seymour and Pease LLP, Attention: Anthony D. Weis, Esq.).

Section 13 . Parties. The Company shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Company, when the same shall have been given by the undersigned or any other officer of any of the Company. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the Company and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

Section 14. Closing . The closing for the sale and issuance of the Shares (the “Closing”) shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the Company. At the Closing, the Company shall deliver to the Agent in immediately available funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 2 and 7 hereof and the opinions and certificates required hereby and any other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus.

Section 15. Partial Invalidity . In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 16. Governing Law and Construction . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

Section 17. Counterparts . This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

Section 18. Entire Agreement . This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Section 19. Survival . The respective indemnities, agreements, representations, warranties and other statements of the Company and the Agent, as set forth in this Agreement, shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation (or any statement as to the results thereof) made by or on behalf of the Agent or any of the Agent’s officers or directors or any person controlling the Agent, or the Company, or any of its respective officers or directors or any person controlling the Company, and shall survive termination of this Agreement and receipt or delivery of any payment for the Shares.

Section 20. Waiver of Trial by Jury . EACH OF THE AGENT AND THE COMPANY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

Section 21. Successors . Except as provided for in Section 9, this Agreement is made solely for the benefit of and will be binding upon the parties hereto and their respective successors and the directors, officers and controlling persons and no other person will have any right or obligation hereunder.

If the foregoing correctly sets forth the arrangement between the Company and the Agent, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and the Agent’s acceptance shall constitute a binding agreement.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

FIRST CITIZENS BANC CORP

By Its Authorized Representative:

James O. Miller

President and Chief Executive Officer

KEEFE, BRUYETTE & WOODS, INC.

By Its Authorized Representative:

Name: Harold T. Hanley III

Title: Managing Director

Accepted as of the date first above written

Exhibit 3.4

ATTACHMENT TO CERTIFICATE OF AMENDMENT BY DIRECTORS OR

INCORPORATORS TO ARTICLES OF INCORPORATION

FIRST CITIZENS BANC CORP

RESOLVED, that pursuant to the authority granted to and vested in the board of directors (the “ Board of Directors ”) of First Citizens Banc Corp (the “ Corporation ”), and in accordance with Section 1701.70(B)(1) of the Ohio Revised Code and Article FOURTH of the Corporation’s Articles of Incorporation (the “ Articles ”), the Board of Directors hereby establishes the terms of the Corporation’s 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, each without par value, and fixes and determines the designation and authorized number of shares of the series, the dividend rate of the shares of the series, the liquidation rights of the shares of the series, the redemption rights in respect of the shares of the series, the voting rights in respect of the shares of the series, the conversion rights with respect to the shares of the series, and certain other preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, with the Articles hereby amended to add such terms as Section II of Article FOURTH of the Articles as follows:

SECTION II

EXPRESS TERMS

6.50% NONCUMULATIVE REDEEMABLE

CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B

Section 1. Designation and Amount . There is hereby created out of the authorized and unissued preferred shares of the Corporation a series of preferred shares designated as the “6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B” (the “ Series B Preferred Shares ”). The Series B Preferred Shares shall be perpetual, subject to the provisions of Section 6 hereof. The authorized number of Series B Preferred Shares shall be 25,000 shares, each without par value, having a liquidation preference of $1,000 per share. The number of Series B Preferred Shares may be increased from time to time in accordance with Ohio law and the Articles of Incorporation of the Corporation (the “ Articles ”) up to the maximum number of preferred shares authorized to be issued under the Articles, as amended, less all shares at the time authorized of any other series of preferred shares, and any such additional Series B Preferred Shares would form a single series with the Series B Preferred Shares. Outstanding Series B Preferred Shares that are redeemed, purchased or otherwise acquired by the Corporation, or converted into Common Shares, shall be cancelled and shall revert to authorized but unissued preferred shares undesignated as to series.

Section 2. Definitions . As used herein with respect to the Series B Preferred Shares, in addition to those terms otherwise defined herein, the following terms shall have the following meanings:

(a) “ Affiliate ” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “ BHC Act ” shall mean the Bank Holding Company Act of 1956, as amended.

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(c) “ Business Day ” shall mean any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(d) “ CIBC Act ” shall mean the Change in Bank Control Act of 1978, as amended.

(e) “ Closing Sales Price ” shall mean, with respect to a particular day, the closing sale price or, if no closing sale price is reported, the last reported sale price per Common Share (or share or unit of capital stock or other equity interest, as applicable) on such day on the NASDAQ Capital Market or such other national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation or, if the Common Shares are not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair value of the Common Shares.

(f) “ Common Shares ” shall mean the common shares, each without par value, of the Corporation, or any other class of capital stock resulting from (i) successive exchanges or reclassifications of such common shares consisting solely of changes in par value, or from no par value to par value, or (ii) a subdivision, combination, Reorganization Event or similar transaction in which the Corporation is a constituent corporation.

(g) “ Conversion Date ” shall have the meaning ascribed to such term in Section 8(c) hereof.

(h) “ Conversion Price ” shall mean, initially, $7.82 per Common Share, subject to adjustment from time to time as set forth in Section 11 hereof.

(i) “ Conversion Ratio ” shall mean the number of Common Shares into which each Series B Preferred Share may be converted at any time pursuant to and in accordance with Sections 8 or 9, and shall equal the Liquidation Preference divided by the Conversion Price applicable upon such conversion.

(j) “ Conversion Right ” shall have the meaning ascribed to such term in Section 8(a) hereof.

(k) “ Corporation Conversion Notice ” shall have the meaning ascribed to such term in Section 9(b) hereof.

(l) “ Corporation Conversion Option ” shall have the meaning ascribed to such term in Section 9(a) hereof.

(m) “ Corporation Conversion Option Date ” shall have the meaning ascribed to such term in Section 9(b) hereof.

(n) “ Dividend Period ” shall have the meaning ascribed to such term in Section 4(b) hereof.

(o) “ Dividend Record Date ” shall have the meaning ascribed to such term in Section 4(e) hereof.

(p) “ Ex-Date ” shall mean, when used with respect to any issuance, dividend or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 11, the first date on which the Common Shares or other securities trade without the right to receive the issuance, dividend or distribution.

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(q) “ Federal Reserve ” shall mean the Board of Governors of the Federal Reserve System.

(r) “ Holder ” shall mean a holder of record of outstanding Series B Preferred Shares.

(s) “ Issue Date ” shall mean the original date of issuance of the Series B Preferred Shares.

(t) “ Junior Shares ” shall mean the Common Shares and any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation.

(u) “ Liquidation Parity Shares ” shall mean Parity Shares the terms of which expressly provide that it will rank pari passu with the Series B Preferred Shares as to rights upon liquidation, dissolution and winding up of the Corporation.

(v) “ Liquidation Preference ” shall mean, with respect to each Series B Preferred Share, $1,000, subject to equitable adjustment from time to time pursuant to Section 14(c).

(w) “ Market Value ” shall mean the average Closing Sale Price of a Common Share for a thirty (30) consecutive Trading Day period prior to the date of measurement.

(x) “ Officer ” shall mean the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Corporation.

(y) “ Officers’ Certificate ” shall mean a certificate signed by two duly authorized Officers.

(z) “ Opinion of Counsel ” shall mean a written opinion from legal counsel acceptable to the Transfer Agent. Such counsel may be an employee of or counsel to the Corporation or the Transfer Agent.

(aa) “ Parity Shares ” shall mean (i) the Series A Preferred Shares and (ii) any other class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation (without regard to whether dividends accrue cumulatively or non-cumulatively).

(bb) “ Partial Dividend ” shall have the meaning ascribed to such term in Section 4(d) hereof.

(cc) “ Person ” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock corporation, trust, limited liability corporation, unincorporated organization, other entity or government or any agency or political subdivision thereof.

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(dd) “ Redemption Date ” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ee) “ Redemption Notice ” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ff) “ Redemption Price ” shall have the meaning ascribed to such term in Section 6(a) hereof.

(gg) “ Reorganization Event ” shall have the meaning ascribed to such term in Section 7(b)(iii) hereof.

(hh) “ Series A Preferred Shares ” shall mean the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of the Corporation.

(ii) “ Series B Preferred Shares ” shall have the meaning ascribed to such term in Section 1 hereof.

(jj) “ Senior Shares ” shall mean any class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series B Preferred Shares with respect to dividend rights or rights upon liquidation, dissolution and winding up of the Corporation.

(kk) “ Series B Dividend Payment Date ” shall have the meaning ascribed to such term in Section 4(b).

(ll) “ Trading Day ” shall mean any day on which the NASDAQ Capital Market (or such other successor national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation) is open for the transaction of business.

(mm) “ Transfer Agent ” shall mean the Corporation’s duly appointed transfer agent, registrar, redemption, conversion and dividend disbursing agent for the Series B Preferred Shares and transfer agent and registrar for any Common Shares issued upon conversion of the Series B Preferred Shares, or any successor duly appointed by the Corporation.

(nn) “ Voting Securities ” shall have the meaning ascribed to such term in the BHC Act and any rules or regulations promulgated thereunder

Section 3. Ranking . The Series B Preferred Shares shall rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, (a) senior to all Junior Shares, (b) on parity with all Parity Shares and (c) junior to all Senior Shares.

Section 4. Dividends .

(a) Subject to the rights of any holders of Senior Shares, each Holder shall be entitled to receive, on each Series B Preferred Share held, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of the Corporation’s net income, retained earnings or surplus related to other capital instruments that qualify as “Tier 1 capital” under applicable banking regulations, noncumulative cash dividends with respect to each Dividend Period at a rate per annum equal to 6.50% of the Liquidation Preference.

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(b) If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends shall be payable on the Series B Preferred Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2014 (each such date, a “ Series B Dividend Payment Date ”). In the event that any Series B Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Series B Dividend Payment Date to, but excluding, the next Series B Dividend Payment Date is a “ Dividend Period ,” provided that the initial Dividend Period shall be the period from and including the Issue Date to, but excluding, the next Series B Dividend Payment Date.

(c) Dividends that are payable on the Series B Preferred Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on the Series B Preferred Shares on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

(d) In the event that the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend on the Series B Preferred Shares with respect to a Dividend Period in an amount less than the full amount payable to the Holders with respect to such Dividend Period pursuant to Sections 4(a) and 4(b) (such lesser amount, a “ Partial Dividend ”), such Partial Dividend shall be distributed to the Holders on a pro rata basis with respect to the outstanding Series B Preferred Shares.

(e) Dividends that are payable on the Series B Preferred Shares on any Series B Dividend Payment Date will be payable to Holders of record of Series B Preferred Shares as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Series B Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Series B Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

(f) Dividends on the Series B Preferred Shares will not be cumulative. If the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series B Preferred Shares in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such Dividend Period, be payable on the applicable Series B Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend for any future Dividend Period with respect to the Series B Preferred Shares or any other class or series of the Corporation’s preferred shares.

(g) So long as any Series B Preferred Shares remain outstanding, unless the full dividends for the most recently completed Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding Series B Preferred Shares, during a Dividend Period:

(i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Shares (other than a dividend payable solely in Junior Shares);

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(ii) no Junior Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (A) as a result of a reclassification of Junior Shares for or into other Junior Shares, (B) the exchange or conversion of one Junior Share for or into another Junior Share, (C) through the use of the proceeds of a substantially contemporaneous sale of other Junior Shares, (D) purchases, redemptions or other acquisitions of Junior Shares in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or (E) the purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged) nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

(iii) no Parity Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Shares and such Parity Shares, except by conversion into or exchange for Junior Shares.

(h) When dividends are not paid in full upon the Series B Preferred Shares and Parity Shares, if any, all dividends declared upon Series B Preferred Shares and Parity Shares, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series B Preferred Shares, and accrued dividends, including any accumulations, on Parity Shares, if any, bear to each other for the then-current Dividend Period.

(i) Subject to the foregoing provisions of Section 4(g) and 4(h), and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Common Shares and any other Junior Shares or any Parity Shares from time to time out of any assets legally available for such payment, and the Holders of Series B Preferred Shares shall not be entitled to participate in any such dividend.

(j) Dividends on the Series B Preferred Shares will not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

(k) Payments of cash for dividends will be delivered to the Holders at their addresses listed in the stock record books maintained by the Transfer Agent.

Section 5. Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the prior rights of holders of any Senior Shares, the Liquidation Preference for each outstanding Series B Preferred Share held by such Holder, without interest to the date fixed for such liquidation, dissolution or winding up, in preference to the holders of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Shares, including, without limitation, on any Common Shares. After the payment to the Holders of the Liquidation Preference for each outstanding Series B Preferred Share, such Holders shall not be entitled to convert any Series B Preferred Shares into Common Shares and shall not be entitled to any further participation in distributions of, and shall have no right or claim to, any of the remaining assets of the Corporation in respect of the Series B Preferred Shares.

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(b) Neither (i) the sale, lease, exchange or conveyance for cash, securities or other property of all or substantially all the assets of the Corporation (other than in connection with the voluntary or involuntary liquidation, dissolution or winding up of the Corporation) nor (ii) the merger, consolidation or share exchange of the Corporation into or with any other Person shall be deemed to be a liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, for the purposes of this Section 5.

(c) In the event the assets of the Corporation legally available for distribution to the Holders upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a), no such distribution shall be made on account of any Liquidation Parity Shares upon such liquidation, dissolution or winding up of the Corporation unless proportionate distributable amounts shall be paid with equal priority on account of the Series B Preferred Shares, ratably, in proportion to the full distributable amounts for which Holders of the Series B Preferred Shares and holders of any Liquidation Parity Shares are entitled upon such liquidation, dissolution or winding up of the Corporation.

(d) All distributions made with respect to the Series B Preferred Shares in connection with any liquidation, dissolution or winding up of the Corporation shall be made pro rata to the Holders.

Section 6. Redemption .

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the right, at its option, to cause all or any portion of the outstanding Series B Preferred Shares to be redeemed, subject to the legal availability of funds therefor, at a price in cash equal to the Liquidation Preference per share, plus an amount in cash equal to any dividends declared and unpaid from the last preceding Dividend Payment Date, without interest (together, the “ Redemption Price ”).

(b) The Corporation shall furnish written notice of the redemption (the “ Redemption Notice ”) by issuing a press release for publication on a newswire service, in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder not less than 30 nor more than 60 days in advance of the date fixed for such redemption (the “ Redemption Date ”). In addition to any other information required by applicable law or regulation, the Redemption Notice shall state, as appropriate:

(i) the Redemption Date;

(ii) the total number of Series B Preferred Shares to be redeemed;

(iii) that each outstanding Series B Preferred Share will be redeemed for cash in an amount equal to the Redemption Price;

(iv) that dividends on the Series B Preferred Shares to be redeemed will cease to be payable on the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price;

(v) that the right of the Holders to voluntarily convert Series B Preferred Shares into Common Shares will terminate at the close of business on the Business Day preceding the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price; and

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(vi) that if any Series B Preferred Shares held by any Holder are represented by one or more physical certificates, such Holder must surrender to the Corporation or the Transfer Agent, in the manner and at the place or places designated, such physical certificate or certificates representing the Series B Preferred Shares to receive the Redemption Price.

(c) Each Holder of one or more physical certificates representing Series B Preferred Shares shall surrender such physical certificate or certificates to the Corporation or the Transfer Agent (properly endorsed or assigned for transfer, if the Corporation or the Transfer Agent shall so require and the Redemption Notice shall so state), in the manner and at the place or places designated in the Redemption Notice, and the full Redemption Price for such shares shall be payable in cash on the Redemption Date to the Holder, and each surrendered physical certificate shall be canceled and retired.

(d) In case of any redemption of only part of the Series B Preferred Shares at the time outstanding, the Series B Preferred Shares to be redeemed shall be selected either pro rata, by lot or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which Series B Preferred Shares shall be redeemed from time to time. Notwithstanding anything to the contrary contained herein, if a partial redemption of the Series B Preferred Shares would result in the delisting of the Series B Preferred Shares from any national securities exchange on which the Series B Preferred Shares are then listed, the Corporation may only redeem the Series B Preferred Shares in whole.

(e) On and after the Redemption Date, provided that the Redemption Price has been paid, dividends will no longer be payable on the Series B Preferred Shares called for redemption, such Series B Preferred Shares will no longer be deemed to be outstanding, and the holders of such Series B Preferred Shares will have no rights as shareholders, except the right to receive the Redemption Price, without interest, upon surrender of the certificates, if any, evidencing the Series B Preferred Shares to be redeemed.

(f) Any redemption of the Series B Preferred Shares is subject to receipt by the Corporation of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series B Preferred Shares.

(g) The Series B Preferred Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series B Preferred Shares will have no right to require redemption or repurchase of any Series B Preferred Shares.

Section 7. Voting Rights .

(a) The Series B Preferred Shares shall have no voting rights except as set forth in this Section 7 and as otherwise required by Ohio law from time to time. Except as otherwise provided in this Section 7, in exercising any such voting rights, each Holder shall be entitled to one vote for each Series B Preferred Share held by such Holder.

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(b) So long as any Series B Preferred Shares remain outstanding, unless a greater percentage shall then be required by law, the affirmative vote or consent of the Holders of at least two-thirds of all of the Series B Preferred Shares at the time outstanding, voting separately as a class, shall be required to:

(i) amend, alter or repeal any provision of the Corporation’s Articles (including the provisions hereof creating the Series B Preferred Shares), if the amendment, alteration or repeal of the Articles would materially and adversely affect the rights, preferences, powers or privileges of the Series B Preferred Shares;

(ii) create, authorize, issue or increase the authorized or issued amount of any class or series of any of the Corporation’s equity securities, or any warrants, options or other rights convertible or exchangeable into any class or series of any of the Corporation’s equity securities, which would constitute Senior Shares or Parity Shares or reclassify any authorized shares of the Corporation into any such shares, or create, authorize or issue any obligation or security convertible into, exchangeable or exercisable for, or evidencing the right to purchase any such shares; or

(iii) enter into or consummate any (A) reclassification of the outstanding Common Shares (other than a change in par value, or from no par value to par value, or from par value to no par value), (B) consolidation, merger or share exchange of the Corporation with or into another Person or any merger, consolidation or share exchange of another Person with or into the Corporation (other than a consolidation, merger or share exchange in which the Corporation is the resulting or surviving Person and which does not result in any reclassification of the outstanding Common Shares), or (C) sale, lease or other disposition to another Person of all or substantially all of the assets of the Corporation (computed on a consolidated basis), other than to one or more of the Corporation’s subsidiaries (any of the foregoing, a “ Reorganization Event ”); provided, however, that the Holders will have no right to vote under this Section 7 regarding the Corporation’s entry into or consummation of a Reorganization Event if, upon the consummation of the Reorganization Event, (I) the Series B Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (II) such Series B Preferred Shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Shares, taken as a whole.

Notwithstanding the foregoing, except as otherwise required by law, the Corporation may, without the consent of any Holder, (x) authorize, increase the authorized amount of, or issue Parity Shares (provided that dividend rights are noncumulative) and Junior Shares or (y) increase the amount of authorized Series B Preferred Shares or issue any additional Series B Preferred Shares; provided, however, that with respect to clause (x), such Parity Shares or Junior Shares, as the case may be, does not rank senior to the Series B Preferred Shares as to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series B Preferred Shares to effect such redemption.

Section 8. Conversion Rights .

(a) Each Holder shall have the right (the “ Conversion Right ”), at such Holder’s option, exercisable at any time and from time to time from the Issue Date, to convert, subject to the terms and

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provisions of Section 6 and this Section 8, any or all of such Holder’s Series B Preferred Shares (including any fraction thereof) into such whole number of Common Shares per Series B Preferred Share as is equal to the Conversion Ratio in effect on the date of conversion, plus cash in lieu of any fractional Common Share as provided in Section 10. Notwithstanding anything to the contrary set forth herein, each Holder shall be entitled to convert Series B Preferred Shares pursuant to this Section 8, or receive Common Shares upon any such conversion, to the extent (but only to the extent) that such conversion or receipt would not cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act, and any rules and regulations promulgated thereunder, 10% or more of any class of Voting Securities of the Corporation outstanding at such time (it being understood, for the avoidance of doubt, that no Security shall be included in any such percentage calculation to the extent that it cannot by its terms be converted into or exercised for Voting Securities by such Holder or its Affiliates at the time of such measurement or transfer).

(b) A Holder of Series B Preferred Shares must complete each of the following procedures to exercise the Conversion Right:

(i) complete, manually sign and deliver to the Transfer Agent a written notice in the form provided by the Transfer Agent indicating that the Holder elects to convert the number of such Holder’s Series B Preferred Shares (including any fraction thereof) specified in such notice;

(ii) If the Series B Preferred Shares that the Holder wishes to convert are represented by one or more physical certificates, surrender such physical certificate(s) to the Transfer Agent;

(iii) if required by the Corporation or the Transfer Agent, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay all transfer or similar taxes.

(c) The date on which a Holder complies with the applicable procedures set forth in Section 8(b) is the “ Conversion Date .” Immediately prior to the close of business on the Conversion Date, each converting Holder shall be deemed to be the holder of record of Common Shares issuable upon conversion of such Holder’s Series B Preferred Shares notwithstanding that the share register of the Corporation shall then be closed or that, if applicable, physical certificates representing such Common Shares shall not then be actually delivered to such Holder. On the Conversion Date, all rights of any Holder with respect to the Series B Preferred Shares so converted, including the rights, if any, to receive distributions of the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to (i) receive physical certificates (if applicable) for the number of fully paid and non-assessable whole Common Shares into which such Series B Preferred Shares have been converted and cash in lieu of any fractional share as provided in Section 10, and (ii) exercise the rights to which such Holder is entitled as a holder of Common Shares into which such Series B Preferred Shares have been converted.

(d) The Transfer Agent shall, on a Holder’s behalf, convert the Series B Preferred Shares into Common Shares, in accordance with the terms of the notice delivered by such Holder described in clause Section 8(b)(i) above. The Common Shares and cash in lieu of any fractional share due to a Holder surrendering physical certificates shall be delivered to the Holder and each surrendered physical

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certificate shall be canceled and retired. In the event that the Holders shall not by written notice designate the name in which Common Shares and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of Series B Preferred Shares should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holders and in the manner shown on the records of the Corporation.

(e) If the Conversion Date occurs on or before the close of business on a Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend declared on such converted Series B Preferred Shares and paid or payable on the corresponding Dividend Payment Date.

(f) If the Conversion Date occurs after a Dividend Record Date but prior to the corresponding Series B Dividend Payment Date, the Holder on the Dividend Record Date shall receive on that Dividend Payment Date dividends declared and paid on those Series B Preferred Shares, notwithstanding the conversion of those Series B Preferred Shares prior to that Dividend Payment Date, because that Holder shall have been the Holder of record on the corresponding Dividend Record Date. However, at the time that such holder surrenders the Series B Preferred Shares for conversion, the holder shall pay to the Corporation an amount equal to the dividend that has been paid, or will be paid, on the related Series B Dividend Payment Date.

(g) A Holder of Series B Preferred Shares on a Dividend Record Date who exercises such Holder’s Conversion Right and converts such Series B Preferred Shares into Common Shares on or after the corresponding Dividend Payment Date shall be entitled to receive the dividend declared on such Series B Preferred Shares and paid or payable on such Series B Dividend Payment Date, and the converting Holder need not include payment of the amount of such dividend upon surrender for conversion of those Series B Preferred Shares.

(h) The Corporation shall reserve out of its authorized but unissued Common Shares, sufficient Common Shares to provide for the conversion of Series B Preferred Shares from time to time as such Series B Preferred Shares are presented for conversion. The Corporation shall take all action necessary so that all Common Shares that may be issued upon conversion of Series B Preferred Shares will upon issue be validly issued, fully paid and nonassessable, and free from all liens and charges in respect of the issuance or delivery thereof.

(i) If any Series B Preferred Shares are to be redeemed by the Corporation pursuant to Section 6 or to be converted by the Corporation pursuant to Section 9, such Holder’s right to voluntarily convert such Holder’s Series B Preferred Shares as provided in this Section 8 shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the date fixed for redemption or the Corporation Conversion Option Date, as the case may be, and dividends on the Series B Preferred Shares will thereafter cease to be payable and all other rights of the Holders will terminate, except for the right to receive the Redemption Price or Common Shares and cash in lieu of fractional shares, as the case may be.

Section 9. Corporation Conversion Option .

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the option to require the Holders to convert all of the outstanding Series B Preferred Shares into that number of Common Shares that are issuable at the Conversion Ratio then in effect (the “ Corporation Conversion Option ”). The Corporation may exercise the Corporation Conversion Option only if: (i) the Closing Sale Price equals or exceeds 120% of the Conversion Price then in effect for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending

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on the fifth Trading Day immediately prior to the Corporation’s issuance of a press release announcing its intent to exercise the Corporation Conversion Option on the Series B Preferred Shares in accordance with Section 9(b); and (ii) the Corporation has declared and paid full dividends for four consecutive quarters prior to the issuance of such press release.

(b) To exercise the Corporation Conversion Option pursuant to this Section 9, the Corporation shall issue a press release for publication on a newswire service in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder, providing the relevant information to the public prior to the opening of business on the fifth Trading Day following any date on which the conditions set forth in Section 9(a) shall have been satisfied, announcing the Corporation’s intention to exercise the Corporation Conversion Option. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders (not more than ten Trading Days after the date of the press release) of the exercise of the Corporation Conversion Option announcing the Corporation’s intention to convert the Series B Preferred Shares (“ Corporation Conversion Notice ”). The conversion date (the “ Corporation Conversion Option Date ”) shall be on the date that the Corporation issues such press release, and the date of the issuance of the press release shall be the record date for such conversion. In addition to any information required by applicable law or regulation, the press release and the Corporation Conversion Notice shall state, as appropriate:

(i) the Corporation Conversion Option Date;

(ii) the number of Common Shares to be issued upon conversion of each Series B Preferred Share; and

(iii) that dividends on the Series B Preferred Shares to be converted shall cease to accrue for that Dividend Period on the Corporation Conversion Option Date.

(c) Upon exercise of the Corporation Conversion Option and the surrender of Series B Preferred Shares by a Holder thereof, the Corporation shall issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order (i) certificates representing the number of validly issued, fully paid and non-assessable whole Common Shares to which a Holder of Series B Preferred Shares being converted, or a Holder’s transferee, shall be entitled and (ii) cash in lieu of any fractional Common Share as provided in Section 10.

(d) Each conversion shall be deemed to have been made at the close of business on the Corporation Conversion Option Date so that the rights of the Holder shall cease except for the right to receive the number of fully paid and non-assessable Common Share at the Conversion Ratio (subject to adjustment in accordance with the provisions of Section 11), and cash in lieu of fractional shares as provided in Section 10, and the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(e) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is prior to the close of business on any Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend payable for such Dividend Period on such converted shares on the corresponding Dividend Payment Date.

(f) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is after the close of business on any Dividend Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends for that Dividend Period with respect to the Series B Preferred Shares called for conversion on such date shall be payable on such Dividend Payment Date to the record holder of such shares on such record date.

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Section 10. No Fractional Shares Upon Conversion . No fractional Common Shares or securities representing fractional Common Shares shall be issued upon any conversion of any Series B Preferred Shares. If more than one Series B Preferred Share held by the same Holder shall be subject to conversion at one time, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of all of such Series B Preferred Shares as of the conversion date. If the conversion of one or more Series B Preferred Shares results in a fraction of a Common Share, an amount equal to such fraction multiplied by the Market Value shall be paid to such Holder in cash by the Corporation.

Section 11. Anti-Dilution Adjustments .

(a) Any adjustment to the Conversion Price shall result in a change in the Conversion Ratio. The Conversion Price shall be subject to the following adjustments; provided, however, that notwithstanding anything to the contrary set forth herein, any adjustment to the Conversion Price to be made pursuant to this Section 11 shall be made to the extent (but only to the extent) that such adjustment would not cause or result in any Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, Voting Securities which (assuming, for this purpose only, full conversion and/or exercise of all such securities) would represent 10% or more of any class of Voting Securities of the Corporation outstanding at such time; provided, further, however, that any adjustment (or portion thereof) prohibited pursuant to this Section 11(a) shall be postponed and implemented on the first date on which such implementation would not result in the condition described above in this Section 11(a):

(i) Dividends and Distributions of Common Shares . If the Corporation pays dividends or other distributions on the Common Shares in Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such dividend or distribution by the following fraction:


		OS ₀
		OS ₁

Where,


OS ₀	=	the number of Common Shares outstanding immediately prior to Ex-Date for such dividend or distribution.

OS ₁	=	the sum of the number of Common Shares outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of Common Shares constituting such dividend or distribution.

The adjustment pursuant to this clause (i) shall become effective at 9:00 a.m., New York City time on the Ex-Date for such dividend or distribution. For the purposes of this clause (i), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any dividend or distribution described in this clause (i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

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(ii) Subdivisions, Splits and Combination of Common Shares . If the Corporation subdivides, splits or combines the Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the effective date of such subdivision, split or combination by the following fraction:


		OS ₀
		OS ₁

Where,


OS ₀	=	the number of Common Shares outstanding immediately prior to the effective date of such subdivision, split or combination.

OS ₁	=	the number of Common Shares outstanding immediately after the opening of business on the effective date of such subdivision, split or combination.

The adjustment pursuant to this clause (ii) shall become effective at 9:00 a.m., New York City time on the effective date of such subdivision, split or combination. For the purposes of this clause (ii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any subdivision, split or combination described in this clause (ii) is announced but the outstanding Common Shares are not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding Common Shares, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(iii) Issuance of Stock Purchase Rights . If the Corporation issues to all holders of the Common Shares rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the Common Shares at less than the Market Value on the date fixed for the determination of shareholders entitled to receive such rights or warrants, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction:


		OS ₀ + Y
		OS ₀ + X

Where,


OS ₀	=	the number of Common Shares outstanding immediately prior to the Ex-Date for such distribution.

X	=	the total number of Common Shares issuable pursuant to such rights or warrants.

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Y		=		the number of Common Shares equal to the aggregate price payable to exercise such rights or warrants divided by the Market Value as of the date immediately prior to the Ex-Date for such distribution.

Any adjustment pursuant to this clause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this clause (iii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. The Corporation shall not issue any such rights or warrants in respect of Common Shares held in treasury by the Corporation. In the event that such rights or warrants described in this clause (iii) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not fully exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. In determining the aggregate exercise price payable for such Common Shares, there shall be taken into account any cash and non-cash consideration received for such rights or warrants and the value of any such non-cash consideration shall be reasonably determined by the Board of Directors.

(iv) Debt or Asset Distributions . If the Corporation distributes to all holders of Common Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) above, any rights or warrants referred to in clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spinoff transactions as described below), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:


		SP ₀ - FMV
		SP ₀

Where,


SP ₀	=	the Market Value per Common Share on such date.

FMV	=	the fair market value of the portion of the distribution applicable to one Common Share on such date as reasonably determined by the Board of Directors.

In a “spin-off”, where the Corporation makes a distribution to all holders of Common Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will be adjusted on the 15 ^th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15 ^th Trading Day by the following fraction:


		MP ₀
		MP ₀ + MP _S

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Where,


MP ₀	=	the average of the Closing Sales Prices of the Common Shares over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

MP _S	=	the average of the Closing Sales Prices of the capital stock or equity interests representing the portion of the distribution applicable to one Common Share over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

Any adjustment pursuant to this clause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such distribution had not been declared.

(v) Cash Distributions . If the Corporation makes a distribution consisting exclusively of cash to all holders of Common Shares, excluding (a) any cash dividend on the Common Shares to the extent a corresponding cash dividend is paid on the Series B Preferred Shares pursuant to Section 4(b), (b) any cash that is distributed in a Reorganization Event or as part of a “spin-off” referred to in clause (iv) above, (c) any dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding up, and (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:


		SP ₀ - DIS
		SP ₀

Where,


SP ₀	=	the Closing Sales Price per Common Share on the Trading Day immediately preceding the Ex-Date.

DIS	=	the amount per Common Share of the distribution.

Any adjustment pursuant to this clause (v) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such dividend or distribution. In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.

(vi) Self Tender Offers and Exchange Offers . If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Common Shares where the cash and the value of any other consideration included in the payment per Common Share

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exceeds the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the expiration date of the offer by the following fraction:


		OS ₀ * SP ₀
		AC + (SP ₀ * OS ₁ )

Where,


SP ₀	=	the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer.
OS ₀	=	the number of Common Shares outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.
OS ₁	=	the number of Common Shares outstanding immediately after the expiration of the tender or exchange offer.
AC	=	the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors.

Any adjustment made pursuant to this clause (vi) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. For the purposes of this clause (vi), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. In the event that the Corporation or one of its subsidiaries is obligated to purchase Common Shares pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

(vii) Rights Plans . To the extent that the Corporation has a rights plan in effect with respect to the Common Shares on any Conversion Date, upon conversion of any Series B Preferred Shares, the Holders will receive, in addition to the Common Shares, the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the Common Shares, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had made a distribution to all holders of Common Shares as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) (i) All adjustments to the Conversion Price shall be calculated to the nearest 1/10th of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, that on any Conversion Date adjustments to the Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

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(ii) No adjustment to the Conversion Price shall be made if the Holders may participate in the transaction that would otherwise give rise to an adjustment, as a result of holding the Series B Preferred Shares (including without limitation pursuant to Section 4(b) hereof), without having to convert the Series B Preferred Shares, as if they held the full number of Common Shares into which a Series B Preferred Share may then be converted.

(c) Whenever the Conversion Price is to be adjusted in accordance with Section 11(a), the Corporation shall: (i) compute the Conversion Price in accordance with Section 11(a), taking into account the $0.01 threshold set forth in Section 11(c) hereof; (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 11(a), taking into account the $0.01 threshold set forth in Section 11(b) hereof (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 11(a) hereof, provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

(d) In the event of any Reorganization Event, each Series B Preferred Share thereafter remaining outstanding, if any, shall thereafter, without the consent of any Holder, become convertible at any time, at the option of the Holder thereof, or pursuant to and in accordance with the Corporation Conversion Option, only into the kind and amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Reorganization Event by a holder of the number of Common Shares into which such Series B Preferred Share could have been converted immediately prior to such Reorganization Event, after giving effect to any adjustment event. The provisions of this Section 11(d) and any equivalent thereof in any such securities similarly shall apply to successive Reorganization Events. None of the provisions of this Section 11(d) shall affect the right of a Holder to convert the Holder’s Series B Preferred Shares into Common Shares prior to the effective date of a Reorganization Event.

Section 12. Form . Series B Preferred Shares may be issued in the form of physical certificates or in book entry form through the direct registration system of the Transfer Agent.

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Section 13. No Preemptive Rights . The holders of Series B Preferred Shares shall have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 14. Other Provisions .

(a) With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

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(b) The Liquidation Preference and the annual dividend rate set forth in Section 4(a) shall be subject to adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving Series B Preferred Shares. Such adjustments shall be made in such manner and at such time as the Board of Directors of the Corporation in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution. Upon any such equitable adjustment, the Corporation shall promptly deliver to the Transfer Agent and each Holder an Officers’ Certificate attaching and certifying the resolution of the Board of Directors, describing in reasonable detail the event requiring the adjustment and the method of calculation thereof and specifying the increased or decreased Liquidation Preference or annual dividend rate in effect following such adjustment.

(c) All issued Series B Preferred Shares shall be deemed outstanding except (i) from any redemption date as set forth in the Redemption Notice, all Series B Preferred Shares that have been called for redemption on that Redemption Date; (ii) from the date of surrender of certificates representing Series B Preferred Shares, all Series B Preferred Shares converted into Common Shares; and (iii) from the date of registration of transfer, all Series B Preferred Shares held of record by the Corporation or any subsidiary of the Corporation.

(d) In case, at any time while any of the Series B Preferred Shares are outstanding:

(i) The Corporation shall declare a dividend (or any other distribution) on its Common Shares or any other Junior Shares;

(ii) The Corporation shall authorize the issuance to all holders of its Common Shares or any Junior Shares of rights or warrants to subscribe for or purchase Common Shares or of any other subscription rights or warrants;

(iii) There is any Reorganization Event; or

(iv) There is a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be mailed to the Transfer Agent, if any, for Series B Preferred Shares and the Transfer Agent shall cause to be mailed to the Holders of the outstanding Series B Preferred Shares at their respective addresses as they appear on the books of the Corporation, at least ten (10) days before the date hereinafter specified (or the earlier of the dates herein specified, in the event that more than one date is specified), a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, (ii) the date on which any such Reorganization Event, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their shares for the applicable consideration, deliverable upon such Reorganization Event, dissolution, liquidation or winding up or (iii) the date after which the Series B Preferred Shares may be converted into Common Shares at the option of the Holder pursuant to Section 8(a) hereof.

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(e) The headings of the various sections and subsections contained herein are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(f) Except as may otherwise be required by law, the Series B Preferred Shares shall not have any powers, designations, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Section II of the Articles.

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Exhibit 4.2

LOGO

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. SEE REVERSE SIDE FIRST CITIZENS BANC CORP FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO CUSIP THIS CERTIFIES THAT [SPECIMEN] is the owner of FULLY-PAID AND NON-ASSESSABLE 6.50% NONCUMULATIVE REDEEMABLE CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B, LIQUIDATION PREFERENCE $1,000 PER SHARE, EACH WITHOUT PAR VALUE OF FIRST CITIZENS BANC CORP transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The powers, designations, preferences and relative, participating, optional and other special rights of the Series B Preferred Shares represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Amendment to Article FOURTH of the Articles of Incorporation establishing the terms of the Series B Preferred Shares of First Citizens Banc Corp. (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business. PREFERRED Reference is hereby made to select provisions of the Series B Preferred Shares set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth in this certificate. Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder. Unless the Transfer Agent’s valid countersignature appears hereon, the Series B Preferred Shares evidenced hereby shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Corporation has executed this Series B Preferred Share certificate as of the date set forth below. Dated: SECRETARY PRESIDENT & CEO Countersigned: ILLINOIS STOCK TRANSFER COMPANY, Transfer Agent By Authorized Signature AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS

LOGO

FIRST CITIZENS BANC CORP Dividends on each Series B Preferred Share shall be payable when, as and if declared by the Board of Directors of the Corporation from funds legally available therefor at a rate per annum set forth in the face hereof or as provided in the Certificate of Designations. The Series B Preferred Shares shall be redeemable as provided in the Certificate of Designations. The Series B Preferred Shares shall be convertible into the Corporation’s Common Shares in the manner and according to the terms set forth in the Certificate of Designations. UPON REQUEST, THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION AT 100 EAST WATER STREET, SANDUSKY, OHIO 44870. ASSIGNMENT For value received, the undersigned assigns and transfers the Series B Preferred Shares evidenced hereby to INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) and irrevocably appoints agent to transfer the Series B Preferred Shares evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her. Dated X X SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SERIES A PREFERRED STOCK CERTIFICATE. SIGNATURE GUARANTEE SIGNATURE MUST BE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” (I.E., A BANK, STOCKBROKER, SAVINGS AND LOAN ASSOCIATION OR CREDIT UNION) MEETING THE REQUIREMENTS OF THE TRANSFER AGENT, WHICH REQUIREMENTS INCLUDE MEMBERSHIP OR PARTICIPATION IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”) OR SUCH OTHER “SIGNATURE GUARANTEE PROGRAM” AS MAY BE DETERMINED BY THE TRANSFER AGENT IN ADDITION TO, OR IN SUBSTITUTION FOR, STAMP, ALL IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Exhibit 4.3

LOGO

THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING 1/40TH OF ONE 6.50% NONCUMULATIVE REDEEMABLE CONVERTIBLE SEE REVERSE SIDE PERPETUAL PREFERRED SHARE, SERIES B, OF FOR CERTAIN DEFINITIONS FIRST CITIZENS BANC CORP CUSIP Incorporated Under The Laws of The State of Ohio Illinois Stock Transfer Company, an Illinois corporation, as Depositary (the “Depositary”), hereby certifies that [SPECIMEN] is the registered owner of Depositary Shares (“Depositary Shares”), each representing 1/40th of a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, liquidation preference $1,000 per share, each without par value (the “Preferred Shares”), of FIRST CITIZENS BANC CORP an Ohio corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of November 1, 2013 (the “Deposit Agreement”), among the Corporation, the Depositary and the holders from time to time of the depositary receipts thereunder. By accepting this Depositary PREFERRED Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Depositary Receipts (other than the Depositary) shall have been appointed, by the manual or facsimile signature of a duly authorized officer of such Registrar. Dated: 201 SECRETARY PRESIDENT & CEO COUNTERSIGNED: ILLINOIS STOCK TRANSFER COMPANY DEPOSITARY AND REGISTRAR AUTHORIZED SIGNATURE AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS

LOGO

FIRST CITIZENS BANC CORP UPON REQUEST, THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF AMENDMENT TO ARTICLE FOURTH OF THE ARTICLES OF INCORPORATION ESTABLISHING THE TERMS OF THE 6.50% NONCUMULATIVE REDEEMABLE CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B, OF FIRST CITIZENS BANC CORP. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITORY NAMED ON THE FACE OF THIS RECEIPT AT 433 S. CARLTON AVENUE, WHEATON, ILLINOIS 60187. UPON REQUEST, THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION AT 100 EAST WATER STREET, SANDUSKY, OHIO 44870. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common UNIF GIFT MIN ACT – Custodian TEN ENT – as tenants by entireties (Cust) (Minor) JT TEN – as joint tenants with right of survivorship under Uniform Gifts to Minors Act not as tenants in common TOD – transfer on death (State) UNIF TRF MIN ACT – Custodian (until age ) (Cust) under Uniform Transfers (Minor) to Minors Act (State) Additional abbreviations may also be used though not in above list. For value received hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint Attorney to transfer the Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated X X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMEAS WRITTEN UPON THE FACE OF THIS RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: By THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 4.4

FIRST CITIZENS BANC CORP

6.50% NONCUMULATIVE REDEEMABLE CONVERTIBLE

PERPETUAL PREFERRED SHARES, SERIES B

DEPOSIT AGREEMENT

AMONG

FIRST CITIZENS BANC CORP,

ILLINOIS STOCK TRANSFER COMPANY,

AS DEPOSITARY,

AND

THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

DATED NOVEMBER 1, 2013

TABLE OF CONTENTS


ARTICLE I	DEFINITIONS	1

ARTICLE II	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES, EXECUTION AND DELIVERY, TRANSFER, SURRENDER, CONVERSION AND REDEMPTION OF RECEIPTS	3

Section 2.01.	Appointment of Depositary	3
Section 2.02.	Rights, Privileges and Preferences	3
Section 2.03.	Form and Transfer of Receipts	3
Section 2.04.	Deposit of Preferred Shares; Execution and Delivery of Receipts	6
Section 2.05.	Optional Redemption of Preferred Shares for Cash	6
Section 2.06.	Conversion Rights of a Holder	8
Section 2.07.	Company Conversion Option	9
Section 2.08.	Registration of Transfers of Receipts	10
Section 2.09.	Combinations and Split-ups of Receipts	11
Section 2.10.	Surrender of Receipts and Withdrawal of Preferred Shares	11
Section 2.11.	Limitations on Execution and Delivery, Transfer, Split-up, Combination, Surrender, Exchange or Redemption of Receipts	12
Section 2.12.	Lost Receipts, etc.	12
Section 2.13.	Cancellation and Destruction of Surrendered Receipts	12

ARTICLE III	CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY	13

Section 3.01.	Filing Proofs; Certificates and Other Information	13
Section 3.02.	Payment of Fees and Expenses	13
Section 3.03.	Representation and Warranty as to Preferred Shares	13
Section 3.04.	Representations and Warranties as to Receipts and Depositary Shares	13

ARTICLE IV	THE PREFERRED STOCK; NOTICES	14

Section 4.01.	Dividends and Other Cash Distributions	14
Section 4.02.	Distributions Other Than Cash	14
Section 4.03.	Subscription Rights, Preferences or Privileges	15
Section 4.04.	Notice of Distributions; Fixing of Record Date for Holders of Receipts	15
Section 4.05.	Voting Rights	16
Section 4.06.	Changes Affecting Preferred Shares and Reclassifications, Recapitalizations, etc.	16
Section 4.07.	Delivery of Reports	17
Section 4.08.	Lists of Receipt Holders	17
Section 4.09.	Tax and Regulatory Compliance	17

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ARTICLE V	THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY	18

Section 5.01.	Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar	18
Section 5.02.	Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company	18
Section 5.03.	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company	19
Section 5.04.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	20
Section 5.05.	Notices, Reports and Documents	21
Section 5.06.	Indemnification by the Company	21
Section 5.07.	Indemnification by the Depositary	21
Section 5.08.	Fees, Charges and Expenses	22

ARTICLE VI	AMENDMENT AND TERMINATION	22

Section 6.01.	Amendment	22
Section 6.02.	Termination	22

ARTICLE VII	MISCELLANEOUS	23

Section 7.01.	Counterparts	23
Section 7.02.	Exclusive Benefits of Parties	23
Section 7.03.	Invalidity of Provisions	23
Section 7.04.	Notices	23
Section 7.05.	Depositary’s Agents	24
Section 7.06.	Holders of Receipts Are Parties	24
Section 7.07.	Governing Law	24
Section 7.08.	Inspection of Certificate of Designations	24
Section 7.09.	Conflicts with Certificate of Designations	25
Section 7.10.	Headings	25

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DEPOSIT AGREEMENT

THIS DEPOSIT AGREEMENT is made and entered into as of November 1, 2013, by and among First Citizens Banc Corp, an Ohio corporation (the “ Company ”), Illinois Stock Transfer Company, an Illinois corporation (the “ Depositary ”), and the holders from time to time of the Receipts described herein.

WITNESSETH :

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Preferred Shares (as hereinafter defined) of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares (as hereinafter defined) representing a fractional interest in the Preferred Shares so deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:

“ Articles of Incorporation ” shall mean the articles of incorporation of the Company, as amended and supplemented from time to time.

“ Business Day ” shall mean any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

“ Certificate of Designations ” shall mean the Certificate of Amendment by Directors or Incorporators to Articles filed with the Ohio Secretary of State on November 1, 2013, evidencing the adoption of an amendment by the Board of Directors of the Company to Article FOURTH of the Articles of Incorporation to classify 25,000 of the Company’s preferred shares as Series B Preferred Shares and to establish the express terms of the Series B Preferred Shares.

“ Common Shares ” shall mean the common shares, each without par value, of the Company.

“ Company ” shall mean First Citizens Banc Corp, an Ohio corporation, and its successors.

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“ Corporate Office ” shall mean the corporate office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which as of the date of this Deposit Agreement is located at 433 S. Carlton Avenue, Wheaton, Illinois 60187.

“ Deposit Agreement ” or “ Agreement ” shall mean this agreement, as the same may be amended, modified or supplemented from time to time.

“ Depositary ” shall mean Illinois Stock Transfer Company, an Illinois corporation having its principal office in the United States, and any successor as depositary hereunder.

“ Depositary’s Agent ” shall mean one or more agents appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.

“ Depositary Share ” shall mean a 1/40th fractional interest of a Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Share held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder.

“ DTC ” shall mean the Depository Trust Company.

“ DTC Receipt ” has the meaning set forth in Section 2.03.

“ Optional Conversion Date ” has the meaning set forth in Section 2.06.

“ Preferred Shares ” shall mean the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, each without par value, of the Company heretofore validly issued, fully paid and non-assessable.

“ Receipt ” shall, as the context requires, mean (i) a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive, temporary or book-entry form, or (ii) a DTC Receipt, in each case substantially in the form set forth as Exhibit A hereto as applicable.

“ Record Date ” shall mean the date fixed pursuant to Section 4.04.

“ Record holder ” or “ holder ” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose.

“ Redemption Date ” shall mean the date fixed in Section 2.05.

“ Redemption Notice ” shall mean the notice defined in Section 2.05.

“ Redemption Price ” shall mean the price defined in Section 2.05.

“ Registrar ” shall mean Illinois Stock Transfer Company or such other successor bank or trust company that shall be appointed by the Company to register ownership and transfers of Receipts as herein provided, and, if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such successor Registrar for such purpose.

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“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Signature Guarantee ” shall have the meaning ascribed to such term in Section 2.08.

“ Trading Date ” shall mean “any day on which the NASDAQ Capital Market (or such other successor national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation) is open for the transaction of business.

“ Transfer Agent ” shall mean Illinois Stock Transfer Company, or any bank or trust company appointed to transfer the Receipts or the deposited Preferred Shares, as the case may be, as herein provided.

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS,

DEPOSIT OF PREFERRED SHARES, EXECUTION AND DELIVERY, TRANSFER,

SURRENDER, CONVERSION AND REDEMPTION OF RECEIPTS

Section 2.01. Appointment of Depositary . The Company hereby appoints Illinois Stock Transfer Company as Depositary for the Preferred Shares, and Illinois Stock Transfer Company hereby accepts such appointment as Depositary for the Preferred Shares, on the terms and conditions set forth in this Agreement.

Section 2.02. Rights, Privileges and Preferences . Subject to the terms of this Deposit Agreement, each Record holder of a Receipt is entitled, proportionately, to all of the rights, preferences and privileges of the Preferred Shares represented by the Depositary Shares evidenced by such Receipt (including the dividend and distribution, voting, redemption, conversion and liquidation rights contained in the Certificate of Designations) and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Shares and held under this Deposit Agreement.

Section 2.03. Form and Transfer of Receipts . Initially the Company will issue the Depositary Shares in book-entry only form through the direct registration system of the Transfer Agent and the Depositary shall deliver written confirmation to purchasers of Depositary Shares. Subsequently, Depositary Shares may (1) be issued in the form of definitive Receipts, (2) be issued in the form of one or more DTC Receipts (as hereinafter defined) or (3) continue to be held in book-entry form. The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided and shall be

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engraved or otherwise prepared so as to comply with the applicable rules of The NASDAQ Capital Market. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.04, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Corporate Office. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge to the holder therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Shares deposited, as definitive Receipts.

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by facsimile signature by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Agreement.

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Company or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.08, the Depositary may, notwithstanding any notice to the contrary, treat the Record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to dividends or other distributions, the exercise of any conversion, redemption, liquidation or voting rights or to any notice provided for in this Deposit Agreement and for all other purposes.

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Notwithstanding the foregoing, upon request by the Company, the Depositary and the Company will make application to DTC for acceptance of all or a portion of the Receipts for its book-entry settlement system. In connection with any such request, the Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry settlement with DTC, unless otherwise required by law, all Depositary Shares with book-entry settlement through DTC shall be represented by a single receipt (the “DTC Receipt”), substantially in the form set forth in the attached Exhibit A , which shall be deposited with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The Depositary or the Transfer Agent or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts with DTC.

If issued, the DTC Receipt shall be exchangeable for definitive Receipts only if (i) DTC notifies the Company at any time that it is unwilling or unable to continue to make its book-entry settlement system available for the Receipts and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency registered under applicable law and a successor to DTC is not appointed by the Company within 90 days of the date the Company is so informed in writing or (iii) the Company executes and delivers to DTC a notice to the effect that such DTC Receipt shall be so exchangeable. If the beneficial owners of interests in Depositary Shares are entitled to exchange such interests for definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such beneficial interests may be so exchanged, the Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary in writing to execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical or book-entry form evidencing such Depositary Shares. The DTC Receipt shall be in such form and shall bear such legend or legends as may be appropriate or required by DTC in order for it to accept the Depositary Shares for its book-entry settlement system. Notwithstanding any other provision herein to the contrary, if the Receipts are at any time eligible for book-entry settlement through DTC, delivery of Preferred Shares and other property in connection with the withdrawal or redemption of Depositary Shares will be made through DTC and in accordance with its procedures, unless the holder of the relevant Receipt otherwise requests and such request is reasonably acceptable to the Depositary and the Company.

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Section 2.04. Deposit of Preferred Shares; Execution and Delivery of Receipts . Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing 25,000 Preferred Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (a) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (b) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Depositary shall not lend or pledge any Preferred Shares deposited hereunder.

The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of deposited Preferred Shares (including any fractional shares) held by it by notation, book-entry or other appropriate method.

Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.04, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person.

Section 2.05. Optional Redemption of Preferred Shares for Cash . Whenever the Company shall elect to redeem deposited Preferred Shares for cash on or after the sixth anniversary of the original date of issuance of the Preferred Shares in accordance with the provisions of the Certificate of Designations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary written notice not less than 60 days prior to the date fixed for redemption of such Preferred Shares and the Depositary Shares (the “ Redemption Date ”) which notice shall include the date of such proposed redemption, the total number of Preferred Shares held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Certificate of Designations, including the amount, if any, of declared and unpaid dividends thereon to and including the Redemption Date which the Company is authorized to pay. The Depositary shall mail, first-class postage prepaid, the Redemption Notice (as defined below) for the Preferred Shares and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed, not less than 30 nor more than 60 days prior to the Redemption Date, to the Record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. No failure to give such Redemption Notice or any defect thereto or in the mailing thereof shall affect the

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sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A Redemption Notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the Redemption Notice.

The Company shall provide the Depositary with the Redemption Notice, which shall state: (a) the Redemption Date; (b) the total number of deposited Preferred Shares and Depositary Shares to be redeemed and, if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (c) the Redemption Price (as defined below) to be paid in cash for each Depositary Share redeemed; (d) that from and after the Redemption Date dividends in respect of the Preferred Shares represented by the Depositary Shares to be redeemed will cease to be payable on the Redemption Date, unless the Company defaults in the payment of the Redemption Price; (e) that the right of the holders to voluntarily convert their Depositary Shares into Common Shares will terminate as of the close of business on the Business Day preceding the Redemption Date, unless the Company defaults in the payment of the Redemption Price; and (f) the place or places where Receipts, if any, evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the Redemption Price (the “ Redemption Notice ”). If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected either pro rata, by such other method determined by the Company in accordance with the Certificate of Designations.

In the event that the Redemption Notice has been given as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the aggregate redemption price (determined pursuant to the Certificate of Designations) of the Preferred Shares deposited with the Depositary to be redeemed (including dividends declared and unpaid, if any, thereon and which the Company is authorized to pay), the Depositary shall redeem the number of Depositary Shares representing such Preferred Shares so called for redemption by the Company and from and after the Redemption Date, (i) all dividends in respect of the Preferred Shares called for redemption shall cease to be payable on the Redemption Date (ii) the Depositary Shares called for redemption shall no longer be deemed to be outstanding and (iii) all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said Redemption Notice of the Receipts, if any, evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a price per share equal to 1/40th of the redemption price payable on a Preferred Share (the “ Redemption Price ”).

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the Redemption Price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption.

The Depositary shall, to the extent permitted by law, release or repay to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that remain unclaimed at the end of two (2) years from the Redemption Date, without further action necessary on the part of the Company.

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Section 2.06. Conversion Rights of a Holder . Each Record holder shall have the right, at the holder’s option, exercisable at any time and from time to time, to convert, subject to Section 2.05 and this Section 2.06, any or all of such holder’s Depositary Shares into such whole number of Common Shares as is equal to 1/40 ^th of the applicable number of Common Shares that the Preferred Shares representing the Depositary Shares could be converted upon the exercise of the conversion rights with respect to the Preferred Shares as provided in the Certificate of Designations, plus cash in lieu of any fractional Common Share, all as provided in the Certificate of Designations and subject to the limitations set forth therein.

The conversion right of a Record holder shall be exercised by the holder’s delivery to the Depositary at any time during normal business hours at the Corporate Office of a written notice substantially in the form set forth in Exhibit B attached hereto that the Record holder elects to convert the number of its Depositary Shares specified in such notice. The holder shall surrender the Receipts, if any, representing the Depositary Shares to be converted to the Depositary (properly endorsed or assigned for transfer, if the Depositary shall so require) at the time the holder delivers such notice.

The Depositary shall provide notice to the Company of the exercise of a conversion right within five (5) Business Days of the receipt of a request from a Record holder, along with certificates representing the number of Preferred Shares representing the Depositary Shares being so converted. The Company shall thereafter deliver the Common Shares (titled in the name of the holder) and cash in lieu of any fractional share to the Depositary who shall then deliver them to the Record holder who has elected to convert such holder’s Depositary Shares.

Immediately prior to the close of business on the date of receipt by the Company or its duly appointed transfer agent of the notice from the Depositary (the “ Optional Conversion Date ”), each converting Record holder shall be deemed to be the holder of record of Common Shares issuable upon conversion of such holder’s Depositary Shares notwithstanding that the share register of the Company shall then be closed or that, if applicable, physical certificates representing such Common Shares shall not then be actually delivered to such holder.

On the Optional Conversion Date, all rights of any Record holder with respect to the Depositary Shares so converted and all rights of the Depositary with respect to the Preferred Shares so converted, including the rights, if any, to receive distributions of the Company’s assets (including, but not limited to, the liquidation preference) or notices from the Company will terminate, except only for the rights of such Record holder to (a) receive physical certificates (if applicable) representing the number of validly issued, fully paid and non-assessable whole Common Shares into which Depositary Shares have been converted and cash in lieu of any fractional Common Share, all as provided in the Certificate of Designations, and (b) exercise the rights to which such holder is entitled as a holder of Common Shares into which such Depositary Shares have been converted.

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If the Optional Conversion Date occurs on or before the close of business on a Record Date or after a Record Date but prior to the corresponding dividend payment date, the Record holder shall not be entitled to receive any portion of the dividend declared and payable with respect to such converted Depositary Shares and paid or payable on the corresponding dividend payment date.

A Record holder on a Record Date who exercises such holder’s conversion right and converts such Depositary Shares into Common Shares on or after the corresponding dividend payment date shall be entitled to receive the dividend declared on such Depositary Shares and paid or payable on such dividend payment date.

In the event of any Reorganization Event (as defined in the Certificate of Designations), each Depositary Share thereafter remaining outstanding, if any, shall thereafter become convertible at any time, at the option of the Record holder thereof or by the Company pursuant to and in accordance with the Certificate of Designations, only into the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Reorganization Event, after giving effect to any adjustment event in accordance with the Certificate of Designations. The foregoing sentence shall not affect the right of a Record holder to convert the holder’s Depositary Shares into Common Shares prior to the effective date of a Reorganization Event. In the event of any Reorganization Event, the Company shall mail to the Depositary a notice of the date on which such Reorganization Event is expected to become effective and the kind and amount of securities (of the Company or another issuer), cash and/or other property receivable upon such Reorganization Event. Such notice shall be provided to the Record holders by the Depositary within five (5) Business Days of receipt.

Section 2.07. Company Conversion Option . Whenever the Company shall elect to convert all of the deposited Preferred Shares in accordance with the provisions of the Certificate of Designations, it shall notify the Depositary prior to the opening of business on the fifth Trading Date following the date on which the conditions set forth to the exercise of the Company’s election to convert shall have been satisfied. The conversion date shall be on the date that the Company issues a press release announcing its intention to exercise its conversion option in accordance with the Certificate of Designations and the date of the issuance of such press release shall be the Record Date for such conversion. In addition to any information required by applicable law or regulation, the Company’s notice of the Company’s election to convert shall state, as appropriate: (a) the conversion date; (b) the number of Common Shares to be issued upon conversion of each Preferred Share and each Depositary Share; and (c) that dividends on the Preferred Shares and the Depositary Shares to be converted shall cease to accrue for that dividend period on the conversion date.

Within five (5) Business Days of the receipt of such notice, the Depositary shall (i) forward such notice to the Record holders, and (ii) surrender to the Company all of the Preferred Shares held by the Depositary, and the Company shall thereafter issue and shall deliver or cause to be issued and delivered to the Depositary, or to such other person on such Depositary’s written order, (x) physical certificates (if applicable) representing the number of validly issued, fully paid and non-assessable whole Common Shares to which the Depositary, or the Depositary’s transferee, shall be entitled and (y) cash in lieu of any fractional Common Share, all as provided in the Certificate of Designations.

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Upon receipt of the notice from the Depositary, each Record holder shall surrender all of the holder’s Receipts, if any, and upon the receipt thereof the Depositary shall deliver to the Record holder physical certificates (if applicable) representing the number of Common Shares the holder is entitled to receive and cash in lieu of any fractional Common Share.

The Depositary shall, to the extent permitted by law, return or repay to the Company any Common Shares or funds deposited by or for the account of the Company for the purpose of converting any Depositary Shares that remain unclaimed at the end of two (2) years from the conversion date, without further action necessary on the part of the Company.

The conversion shall be deemed to have been made at the close of business on the Record Date so that the rights of the Depositary with respect to the Preferred Shares (and the right of the Record holder with respect to the Depositary Shares) shall cease except for the right to receive the number of fully paid and non-assessable Common Shares, and cash in lieu of fractional shares, and the person entitled to receive the Common Shares shall be treated for all purposes as having become the Record holder of those Common Shares at that time.

If the Company exercises the Company’s conversion option and the conversion date is a date that is prior to the close of business on any Record Date for any dividend, neither the Depositary nor the Record holder shall be entitled to receive any portion of the dividend payable for such dividend period on such converted shares on the corresponding dividend payment date.

If the Company exercises the Company’s conversion option and the conversion date is a date that is on or after the close of business on any Record Date for any dividend and prior to the close of business on the corresponding dividend payment date, all dividends for that dividend period with respect to the Preferred Shares (and, therefore, the Depositary Shares) called for conversion on such date, shall be payable on such dividend payment date to the Record holder of such Preferred Shares (and, therefore, the Record holder) on such Record Date.

Section 2.08. Registration of Transfers of Receipts . The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (a “ Signature Guarantee ”), together with evidence of the payment of any transfer taxes as may be required by applicable law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

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Section 2.09. Combinations and Split-ups of Receipts . Upon surrender of a Receipt or Receipts at the Corporate Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, and subject to the terms and conditions of applicable law and this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the holder of the Receipt or Receipts so surrendered; provided , however , that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

Section 2.10. Surrender of Receipts and Withdrawal of Preferred Shares . Any holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred Shares represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at the Corporate Office or at such other office as the Depositary may designate for such withdrawals; provided , however , that a holder of a Receipt or Receipts may only receive whole Preferred Shares. After such surrender, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of such whole Preferred Shares and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole Preferred Shares will not thereafter be entitled to deposit such Preferred Shares hereunder or to receive a Receipt evidencing Depositary Shares therefor. If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the whole number of deposited Preferred Shares to be withdrawn, the Depositary shall at the same time, in addition to such number of whole Preferred Shares and such money and other property, if any, to be withdrawn, deliver to such holder, or (subject to Sections 2.04, 2.05 and 2.06) upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares.

In no event will fractional Preferred Shares (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Preferred Shares and money being withdrawn may be made by the delivery of such certificates, documents of title or other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a Signature Guarantee.

If the deposited Preferred Shares and the money and other property being withdrawn are to be delivered to a person or persons other than the Record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Shares, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such Preferred Shares be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank with a Signature Guarantee.

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The Depositary shall deliver the deposited Preferred Shares and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Corporate Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

Section 2.11. Limitations on Execution and Delivery, Transfer, Split-up, Combination, Surrender, Exchange or Redemption of Receipts . As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender, exchange or redemption of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (a) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any tax or other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Shares being deposited or withdrawn) and any other fees and expenses payable pursuant to Sections 3.02 and 5.08; (b) the production of evidence satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature), including a Signature Guarantee; and (c) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement or as may be required by any applicable law or securities exchange upon which the deposited Preferred Shares, the Depositary Shares or the Receipts may be listed.

The deposit of Preferred Shares may be refused, the delivery of Receipts against Preferred Shares may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of shareholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of applicable law or of any government or governmental body or commission, or under any provision of this Deposit Agreement.

Section 2.12. Lost Receipts, etc . In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, provided that the holder thereof provides the Depositary with (a) evidence reasonably satisfactory to the Depositary of such destruction, loss or theft of such Receipt, of the authenticity thereof and of such holder’s ownership thereof; (b) reasonable indemnification and the provision of an open penalty surety bond satisfactory to the Depositary and holding the Depositary and the Company harmless; and (c) the payment of any reasonable expense (including reasonable fees, charges and expenses of the Depositary) in connection with such execution and delivery.

Section 2.13. Cancellation and Destruction of Surrendered Receipts . All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.

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ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

Section 3.01. Filing Proofs; Certificates and Other Information . Any holder of a Receipt may be required from time to time to file such proof of residence or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper or otherwise reasonably request. Subject to applicable law, the Depositary or the Company may withhold the delivery of any Receipt, or delay the registration of transfer, redemption or exchange of any Receipt or the withdrawal or conversion of the deposited Preferred Shares represented by the Depositary Shares evidenced by any Receipt, or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

Section 3.02. Payment of Fees and Expenses . Holders of Receipts shall be obligated to make payments to the Depositary of certain fees, charges and expenses, as provided in Section 5.08 hereof, or provide evidence reasonably satisfactory to the Depositary that such fees and expenses have been paid. Until such payment is made, registration of transfer of any Receipt or any withdrawal of Preferred Shares and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend, interest payment or other distribution may be withheld, or any part or all of the Preferred Shares or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such fees, charges or expenses, the holder of such Receipt remaining liable for any deficiency.

Section 3.03. Representation and Warranty as to Preferred Shares. The Company hereby represents and warrants that the Preferred Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable. Such representation and warranty shall survive the deposit of the Preferred Shares and the issuance of the related Receipts.

Section 3.04. Representations and Warranties as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid fractional interest in a deposited Preferred Share. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of the related Receipts evidencing the Depositary Shares.

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ARTICLE IV

THE PREFERRED STOCK; NOTICES

Section 4.01. Dividends and Other Cash Distributions . Whenever the Depositary shall receive any cash dividend or other cash distributions on the deposited Preferred Shares, including any cash received upon redemption of any Preferred Shares pursuant to Section 2.05 hereof, the Depositary shall, subject to Sections 3.01 and 3.02 hereof, and, in case of a redemption, subject to Section 2.05 hereof, distribute to Record holders of Receipts on the Record Date such amounts of such dividend, distribution or redemption proceeds as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided , however , that, in case the Company or the Depositary shall be required by law to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Shares an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. In the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record holder on the aggregate number of Depositary Shares held by such Record holder results in an amount that is a fraction of a cent and that fraction of a cent is equal to or greater than $0.005, the amount the Depositary shall distribute to such Record holder shall be rounded up to the next highest whole cent; otherwise, such fractional amount shall be disregarded by the Depositary; provided, however, upon the Depositary’s request, the Company shall pay the additional amount to the Depositary for distribution.

Each holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8BEN, W-8IMY (with appropriate supporting documentation), W-8ECI or W-9, as may be applicable. Each holder acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder.

Section 4.02. Distributions Other Than Cash . Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Shares, other than pursuant to Section 2.06 or 2.07 hereof, the Depositary shall, subject to Sections 3.01 and 3.02 hereof, distribute to Record holders of Receipts on the Record Date such amounts of the securities or property received by it as are, as nearly as may be practicable, in proportion to the respective number of Depositary Shares evidenced by the Receipts held by such holders. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such Record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01, 3.02 and 4.10 hereof, be distributed or made available for distribution, as the case may be, by the Depositary to Record holders of Receipts as provided by Section 4.01 hereof in the case of a distribution received in cash.

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Section 4.03. Subscription Rights, Preferences or Privileges . If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Shares are registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the Record holders of Receipts in such manner as the Company shall instruct (including by the issue to such Record holders of warrants representing such rights, preferences or privileges); provided , however , that (a) if at the time of issue or offer of any such rights, preferences or privileges, the Company determines upon advice of its legal counsel that it is not lawful or not feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so instructed by the Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02 hereof, be distributed by the Depositary to the Record holders of Receipts entitled thereto as provided by Section 4.01 hereof in the case of a distribution received in cash.

If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold, the Company agrees that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.

If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees to use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences, or privileges to enable such holders to exercise such rights, preferences or privileges.

Section 4.04. Notice of Distributions; Fixing of Record Date for Holders of Receipts . Whenever any cash dividend or other cash distributions shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the deposited Preferred Shares, or whenever the Depositary shall receive notice of any meeting at which holders of such Preferred Shares are entitled to vote or of which holders of such Preferred Shares are entitled to notice, or whenever

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the Company and the Depositary decide it appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date, if any, fixed by the Company with respect to the Preferred Shares (the “ Record Date ”)) for the determination of the holders of Receipts (a) who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, (b) who shall be entitled to give instructions for the exercise of voting rights at any such meeting, or (c) who shall be entitled to receive notice of such meeting.

Section 4.05. Voting Rights . Upon receipt of notice of any meeting at which the holders of deposited Preferred Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record holders a notice, which shall be provided by the Company and which shall contain (a) such information as is contained in such notice of meeting, (b) a statement that the holders of Receipts at the close of business on a specified Record Date will be entitled, subject to any applicable law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Shares represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (c) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such Record Date, the Depositary shall vote or cause to be voted the maximum number of whole Preferred Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Shares or cause such Preferred Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required to exercise discretion in voting any Preferred Shares represented by the Depositary Shares evidenced by such Receipt.

Section 4.06. Changes Affecting Preferred Shares and Reclassifications, Recapitalizations, etc . As provided in the Certificate of Designations, the Depositary shall, upon the receipt of instructions from the Company, (a) make such adjustments in (i) the fraction of an interest represented by one Depositary Share in one Preferred Share and (ii) the ratio of the redemption price per Depositary Share to the redemption price of a Preferred Share, in each case as may be required by or as is consistent with the provisions of the Certificate of Designations and (b) subject to the Record holder’s right to convert the holder’s Depositary Shares as provided in Section 2.06 hereof or the exercise by the Company of its conversion option in Section 2.07 hereof, treat any shares of stock or other securities or property (including cash), if any, that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Shares as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion of or in respect of such Preferred Shares. In any such case, the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary

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herein notwithstanding, holders of Receipts shall have the right from and after the effective date of the Depositary’s receipt of such property to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Shares evidenced by such Receipts might have been converted or for which such Preferred Shares might have been exchanged or surrendered immediately prior to the effective date of such transaction.

Section 4.07. Delivery of Reports . The Depositary shall furnish to the holders of Receipts any reports and communications received from the Company which are received by the Depositary and which the Company is required to furnish to the holders of Preferred Shares. In addition, the Depositary will make available for inspection by holders of Receipts at the Corporate Office, and at such other places as it may from time to time deem advisable, any reports and communications received from the Company which are received by the Depositary.

Section 4.08. Lists of Receipt Holders . Promptly upon request from time to time by the Company, the Depositary shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all Record holders of Receipts.

Section 4.09. Tax and Regulatory Compliance . The Depositary, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (a) any payments made with respect to the Depositary Shares or (b) the issuance, delivery, holding, transfer or exercise of rights under the Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

The Depositary shall comply with any direction received from the Company with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Agreement rely on any such direction in accordance with the provisions of Section 5.03 hereof.

The Depositary shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request to the Company or to its authorized representatives.

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ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY

Section 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar . The Depositary shall maintain at the Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange, split-up, combination, conversion and redemption of Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration and registration of transfer, surrender and exchange, split-up, combination, conversion and redemption of Receipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at the Corporate Office for the registration and transfer of Receipts, which books during normal business hours shall be open for inspection by the Record holders of Receipts as provided by applicable law; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may maintain such books in customary electronic form.

If the Receipts or the Depositary Shares evidenced thereby or the Preferred Shares represented by such Depositary Shares shall be listed on the NASDAQ Capital Market or any other national stock exchange, the Depositary may, with the approval of the Company, appoint a Registrar other than itself (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender, conversion, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Shares as may be required by applicable law or applicable stock exchange regulations.

Section 5.02. Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company . None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Articles of Incorporation or the Certificate of Designations or, in the case of the Company, the Depositary, the Depositary’s Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur any liability to any holder of a Receipt (a) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or (b) by reason of any exercise of, or failure to exercise, any discretion

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provided for in this Deposit Agreement, except, in case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence, willful misconduct or bad faith of the party charged with such exercise or failure to exercise, as finally determined by a court of competent jurisdiction, or as otherwise explicitly set forth in this Deposit Agreement.

Section 5.03. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company . Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its bad faith, gross negligence or willful misconduct.

None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, the Depositary Shares or the Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be reasonably required.

None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar.

The Depositary, any Depositary’s Agent, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Preferred Shares nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.

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In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

From time to time, the Company may provide the Depositary with instructions concerning the services performed by the Depositary under this Agreement. In addition, at any time, the Depositary may apply to any officer of the Company for instruction, and may consult with legal counsel for the Depositary or the Company with respect to any matter arising in connection with the services to be performed by the Depositary under this Agreement.

Section 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary . The Depositary may at any time resign as Depositary hereunder by notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition a court of competent jurisdiction to appoint a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the deposited Preferred Shares and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor depositary shall promptly mail notice of its appointment to the Record holders.

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Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may execute the Receipts either in the name of the predecessor Depositary or in the name of the successor Depositary.

Section 5.05. Notices, Reports and Documents . The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record holders of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices and reports (including, without limitation, financial statements) required by law, by the rules of any national securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts are listed or by the Articles of Incorporation and the Certificate of Designations to be furnished by the Company to holders of the deposited Preferred Shares and, if requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the Certificate of Designations and the form of Preferred Shares. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.

Section 5.06. Indemnification by the Company . The Company agrees to indemnify the Depositary, any Depositary’s Agent and any Registrar against, and hold each of them harmless from, any liability, costs and expenses (including reasonable attorneys’ fees) that may arise out of, or in connection with, its acting as Depositary, Depositary’s Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary’s Agent or termination of this Deposit Agreement.

Section 5.07. Indemnification by the Depositary . The Depositary agrees to indemnify the Company against, and hold the Company harmless from, any liability, costs and expenses (including reasonable attorneys’ fees) that may arise out of, or in connection with, the refusal or failure of any of the Depositary, any Depositary’s Agent or the Registrar to comply with the terms of this Deposit Agreement, or which arise out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons. The obligations of the Depositary set forth in this Section 5.07 shall survive any succession of the Company or termination of this Deposit Agreement.

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Section 5.08. Fees, Charges and Expenses . No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.08. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. All other transfer and other taxes and governmental changes shall be at the expense of the holders of Depository Shares evidenced by Receipts. The Company shall also pay all reasonable fees and expenses of the Depositary in connection with the initial deposit of the Preferred Shares and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Shares at the option of the Company and all withdrawals of the Preferred Shares by holders of Receipts. If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, such holder will be liable for the charges and expenses related to such performance for which the Company is not otherwise liable hereunder. All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company pursuant to the terms of the Transfer Agency and Service Agreement (or, if such agreement is no longer in effect, pursuant to such terms as the Company and the Depositary shall agree in good faith, which terms shall be at least as favorable to the Depositary as those contained in such agreement as last in effect). The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.01. Amendment . The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; provided , however , that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent that are payable by the Company) which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of Receipts representing in the aggregate at least two-thirds of the Depositary Shares then outstanding. In no event shall any amendment impair the right, subject to the provisions of Section 2.11 and Section 2.12 and Article III hereof, of any holder of any Depositary Shares to surrender the Receipt evidencing such Depositary Shares with instructions to the Depositary to deliver to the holder the deposited Preferred Shares and all money and other property if any, represented thereby, except in order to comply with mandatory provisions of applicable law. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby.

Section 6.02. Termination . This Deposit Agreement may be terminated by the Company or the Depositary if (a) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.05 hereof, (b) all of the outstanding Depositary Shares shall have been converted pursuant to Section 2.06 or 2.07 hereof, or (c) there shall have been made a final distribution in respect of the deposited Preferred Shares in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts entitled thereto in accordance with Sections 4.01 and 4.02 hereof.

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Upon the termination of this Deposit Agreement, (i) the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Section 5.06 and Section 5.08 hereof and (ii) the Depositary shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Company under Section 5.07 hereof.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Counterparts . This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of a Receipt.

Section 7.02. Exclusive Benefits of Parties . This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

Section 7.03. Invalidity of Provisions . In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.04. Notices . Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission or electronic mail confirmed by letter, addressed to the Company at:

First Citizens Banc Corp

100 East Water Street

Sandusky, OH 44870

Attention: James E. McGookey

Telephone No.: (419) 625-4121

Facsimile: (419) 627-3359

Email: jemcgookey@fcza.com

or at any other address of which the Company shall have notified the Depositary in writing.

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Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission or electronic mail confirmed by letter, addressed to the Depositary at:

Illinois Stock Transfer Company

Attention: Transfer Department

Telephone No.: (800) 757-5755/(630) 480-0393

Facsimile: (630) 480-0641

Email: info@ilstk.com

or at any other address of which the Depositary shall have notified the Company in writing.

Any and all notices to be given to any Record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission or electronic mail confirmed by letter, addressed to such Record holder at the address of such Record holder as it appears on the books of the Depositary, or if such holder shall have filed with the Depositary in a timely manner a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail, or by facsimile transmission or electronic mail, shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile or electronic mail message) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any facsimile or electronic message received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile or electronic mail message shall not subsequently be confirmed by letter as aforesaid.

Section 7.05. Depositary’s Agents . The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Company of any such action.

Section 7.06. Holders of Receipts Are Parties . The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

Section 7.07. Governing Law . This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the law of the State of Ohio applicable to agreements made and to be performed in said State.

Section 7.08. Inspection of Certificate of Designations . A copy of the Certificate of Designations shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during normal business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of any Receipt.

-24-

Section 7.09. Conflicts with Certificate of Designations . This Deposit Agreement shall be further subject to the terms and conditions of the Certificate of Designations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Certificate of Designations, the provisions of the Certificate of Designations will govern and the Company will instruct the Depositary accordingly.

Section 7.10. Headings . The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

[Signatures begin on next page]

-25-

IN WITNESS WHEREOF, First Citizens Banc Corp and Illinois Stock Transfer Company have caused this Deposit Agreement to be duly executed on their behalf as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.


FIRST CITIZENS BANC CORP

By:		/s/ James O. Miller
Name:		James O. Miller
Title:		President and Chief Executive Officer

ILLINOIS STOCK TRANSFER COMPANY

By:		/s/ Robert G. Pearson
Name:		Robert G. Pearson
Title:		President and Chief Executive Officer

-26-

Exhibit A

[FORM OF RECEIPT]

LOGO

A-1

LOGO

Exhibit B

[FORM OF NOTICE OF CONVERSION]

(To be executed by the registered holder in order to

convert Depositary Shares)

The undersigned hereby irrevocably elects to convert (the “ Conversion ”’) Depositary Shares into common shares, each without par value (“ Common Shares ”), of First Citizens Banc Corp, an Ohio corporation (the “ Corporation ”), in accordance with the terms and conditions of the Certificate of Amendment to the Articles of Incorporation of the Corporation establishing the terms of the 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B (the “ Series B Preferred Shares ”), as of the date written below, and in accordance with the Deposit Agreement, dated as of November 1, 2013, among the Corporation, the Depositary named therein and the holders from time to time of the Depositary Receipts issued thereunder. If Common Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith payment of all applicable taxes or evidence that such taxes have been paid. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Depositary Receipt representing the Depositary Shares to be convened is attached hereto (or evidence of loss, theft or destruction thereof). ⁽¹⁾


Date of Conversion:



Number of Depositary Shares to be Converted:



Number of Common Shares to be Issued:

Signature:

Name:

Address: ⁽²⁾

Fax No:

⁽¹⁾

The Corporation is not required to issue Common Shares until the original physical certificates, if any, representing the Series B Preferred Shares (or evidence of loss, theft or destruction thereof and indemnity reasonably satisfactory to the Corporation and the Transfer Agent) to be converted are received by the Corporation or the Transfer Agent from the Depositary and the original Depositary Receipts, if any, representing the Depositary Shares (or evidence of loss, theft or destruction thereof and indemnity reasonably satisfactory to the Corporation) to be converted are received by the Depositary.

(2)	Address where Common Shares and any other payments or certificates shall be sent by the Depositary.

B-1

Exhibit 5.1

[VORYS, SATER, SEYMOUR AND PEASE LLP LETTERHEAD]

November 1, 2013

First Citizens Banc Corp

100 East Water Street

Sandusky, Ohio 44870

Re:

First Citizens Banc Corp

Registration Statement on Form S-1 (File No. 333-191169)

Offering of Depositary Shares

Ladies and Gentlemen:

We have acted as counsel to First Citizens Banc Corp, an Ohio corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-1 (File No. 333-191169), and amendments thereto (the “Registration Statement”), filed by the Company with the Commission, and the offering by the Company pursuant thereto of up to1,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, without par value, of the Company (the “Preferred Shares”) and the common shares, no par value per share, of the Company issuable upon conversion of the Preferred Shares (the “Common Shares”). The Depositary Shares will be issued in shareholder, customer and community and syndicated offerings.

In rendering this opinion, we have examined, among other things: (i) the Registration Statement; (ii) the form of Agency Agreement to be entered into among the Company and the placement agent named therein (the “Agency Agreement”); (iii) the Articles of Incorporation, as amended, of the Company as currently in effect; (iv) the Amended and Restated Code of Regulations of the Company as currently in effect; (v) the resolutions adopted by the Board of Directors of the Company relating to the offering; (vi) the form of order and certification form; (vii) the Escrow Agreement, dated as of November 1, 2013, among the Company, the placement agent and the escrow agent named therein; (viii) the Deposit Agreement, dated as of November 1, 2013, among the Company, the depositary named therein and the holders from time to time of the depositary receipts described therein (the “Deposit Agreement”); (ix) the form of depositary receipt; and (x) the form of Certificate for Preferred Shares. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed by the parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate and other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Our opinion is subject to (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the limitations imposed by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (i) the Depositary Shares have been duly authorized, and, upon issuance and delivery of and payment of legal consideration for such Depositary Shares in the manner described in the Registration Statement, the Depositary Shares will be legally issued, fully paid and non-assessable and will entitle their holders to the rights specified in the Deposit Agreement, (ii) the Preferred Shares have been duly authorized, and, upon issuance and delivery of and payment of legal consideration for the Depositary Shares in the manner described in the Registration Statement, the Preferred Shares will be validly issued, fully paid and nonassessable and (iii) the Common Shares initially issuable upon conversion of the Depositary Shares and the Preferred Shares have been authorized by all necessary corporate action of the Company, and, when issued upon such conversion in accordance with the terms of the Depositary Agreement, the Depositary Shares and the Preferred Shares, the Common Shares will be validly issued, fully paid and nonassessable.

Members of our firm are admitted to the Bar in the State of Ohio and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting those laws, and of the United States of America.

The opinions expressed herein are based upon the law and circumstances as they are in effect on the date hereof, and we assume no obligation to revise or supplement this letter in the event of future changes in the law or interpretation thereof with respect to circumstances or events that may occur subsequent to the date hereof.

We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” therein and in the related prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Vorys, Sater, Seymour and Pease LLP

VORYS, SATER, SEYMOUR AND PEASE LLP

Exhibit 12.1

Computation of Ratios of Earnings to Fixed Charges and

Combined Fixed Charges and Preferred Share Dividends


	For the Nine Months Ended September 30,				For the Year Ended December 31,
	2013		2012		2012		2011		2010		2009		2008
Earnings before income taxes	$	6,410	$	4,642	$	7,304	$	4,805	$	(3,099)	$	1,418	$	(37,609)
Fixed charges:
Interest expense of deposits		2,134		2,955		3,800		5,091		7,183		10,535		15,376
Interest expense of FHLB advances		1,029		1,181		1,530		1,606		2,394		2,848		3,131
Interest expense of subordinated debentures		575		635		833		770		817		1,295		1,748
Interest expense of repurchase agreements		16		15		21		33		70		132		548
Interest expense of notes payable		—		—		—		—		—		108		947
Interest expense of other		—		—		—		—		—		—		30

Total fixed charges		3,754		4,786		6,184		7,500		10,464		14,918		21,780
Preferred dividends		869		869		1,159		1,159		1,159		940		—

Earnings	$	11,033	$	10,297	$	14,647	$	13,464	$	8,524	$	17,276	$	(15,829)

Ratio of earnings to fixed charges
Including Interest on Deposits		2.71x		1.97x		2.18x		1.64x		0.70x		1.10x		(0.73)x
Excluding Interest on Deposits		4.96x		3.54x		4.06x		2.99x		0.06x		1.32x		(4.87)x

Ratio of earnings to combined fixed charges and preferred share dividends
Including Interest on Deposits		2.39x		1.82x		1.99x		1.55x		0.73x		1.09x		(0.73)x
Excluding Interest on Deposits		3.58x		2.72x		3.06x		2.35x		0.30x		1.27x		(4.87)x
Pro Forma Including Interest on Deposits (1)		2.15x		—		1.82x		—		—		—		—
Pro Forma Excluding Interest on Deposits (1)		2.71x		—		2.59x		—		—		—		—

(1)

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 of First Citizens Banc Corp of our reports dated March 19, 2013, relating to our audits of the consolidated financial statements and internal control over financial reporting, appearing in the Prospectus, which is part of such Registration Statement.

We also consent to the reference to our firm under the captions “Experts” in such Prospectus.

/s/ S. R. Snodgrass, A.C.

Wexford, Pennsylvania

November 1, 2013

Exhibit 24.1

POWER OF ATTORNEY

The undersigned director of First Citizens Banc Corp (the “Company”) hereby constitutes and appoints James O. Miller as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in his capacity as a director of the Company, to do any and all acts and things, and to execute any and all instruments, which said attorney-in-fact or agent, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of the Company’s Registration Statement on Form S-1, including specifically but without limitation, power and authority to sign for him in his name in his capacity as a director of the Company, any and all amendments (including post-effective amendments) to such Registration Statement and any registration statements relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all documents in connection therewith, including requests to accelerate the effectiveness of each registration statement, with the Securities and Exchange Commission; and he does hereby ratify and confirm all that the said attorneys-in-fact and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

/s/ Thomas A. Depler

Thomas A. Depler

POWER OF ATTORNEY

/s/ Allen R. Maurice

Allen R. Maurice

POWER OF ATTORNEY

/s/ W. Patrick Murray

W. Patrick Murray

POWER OF ATTORNEY

/s/ Allen R. Nickles

Allen R. Nickles

POWER OF ATTORNEY

/s/ John P. Pheiffer

John P. Pheiffer

POWER OF ATTORNEY

/s/ David A. Voight

David A. Voight

POWER OF ATTORNEY

/s/ Daniel J. White

Daniel J. White

Exhibit 99.1

LOGO

SEND OVERNIGHT PACKAGES TO:

Keefe, Bruyette & Woods, Inc.

First Citizens Processing Center

10 S Wacker Drive, Suite 3400

Chicago, IL 60606

(877) 860-2070

Order and Certification Form

DEADLINE: The order deadline is 12:00 noon, Eastern Time, on December 4, 2013. Your Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked) by the deadline or it will be considered void. Orders will be accepted at the address on the top of this form or the PO Box address on the business reply envelope provided. Faxes or copies of this form may not be accepted. First Citizens Banc Corp reserves the right to accept or reject improper order forms.

PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE AREAS – READ THE ENCLOSED ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM

(1)

NUMBER OF DEPOSITARY SHARES

(2)

TOTAL AMOUNT DUE

(4)

PURCHASER IDENTIFICATION – OFFERING PRIORITIES

Check the one box that applies to the purchaser(s) listed in Section 6:

Price Per Share

× $25.00 =

Existing Shareholders - Check here if you are a beneficial owner of common shares of First Citizens Banc Corp.

THE MINIMUM PURCHASE IS 40 DEPOSITARY SHARES ($1,000).

Generally, no person may purchase more than 160,000 shares ($4 million).

Refer to the order form instructions and the prospectus for further details

regarding purchase limitations.

Customers and Local Community – Check here if you are a customer of The Citizens Banking Company or a resident of the Local Community we serve (refer to the order form instructions for a definition of “Local Community”).

General Public – Check here if none of the above categories apply to you.

(3)

PAYMENT – CHECK OR MONEY ORDER

(5) CHECK BELOW IF YOU ARE, IN RELATION TO FIRST CITIZENS BANC CORP OR ANY OF ITS SUBSIDIARIES, A:

Enclosed is a personal check, bank check or money order made payable to “U.S. Bank/FCZA - Escrow Account” in the amount of:

Director,

Officer ,

Cash, wire transfers and third party checks will not be accepted for this purchase.

Employee, or

A member of such person’s household.

Checks and money orders will be cashed upon receipt.

(6) SHARE REGISTRATION: Please PRINT legibly and fill out completely. The depositary share ownership statement and all correspondence related to this order will be mailed to the address provided below. See Order Form Instructions for further guidance.

Individual

Tenants in Common

Corporation

Other

FOR TRUSTEE/BROKER USE ONLY:

Joint Tenants

Uniform Transfers to Minors Act

Partnership

Trust - Under Agreement Dated

Individual Retirement Account

SSN of Beneficial Owner: - -

(7) ACKNOWLEDGEMENT, CERTIFICATION AND SIGNATURE: I understand that to be effective, this form, properly completed, together with full payment must be received (not postmarked) by First Citizens Banc Corp no later than 12:00 noon, Eastern Time, on December 4, 2013, otherwise this form will be void. I agree that after receipt by First Citizens Banc Corp this Order and Certification Form may not be modified or cancelled without First Citizens Banc Corp’s consent. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am not subject to backup withholding tax [cross out (2) if you have been notified by the IRS that you are subject to backup withholding.] I acknowledge that my order does not conflict with the maximum purchase limitation, as set forth in the Prospectus dated November 4, 2013.

I further certify that, before executing this order I received the Prospectus dated November 4, 2013, and that I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment described in the “Risk Factors” section beginning on page 13.

*** ORDER NOT VALID UNLESS SIGNED ***

ONE SIGNATURE REQUIRED. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC. PLEASE INCLUDE YOUR FULL TITLE.

Signature (title, if applicable)

Date

Signature (title, if applicable)

Date

Internal Use Only: Date Rec’d

/ Check#

Check#

Batch#

Order #


Tuesday, November 12, 6:00 p.m. Kalahari Resort & Convention Center 7000 Kalahari Drive Sandusky, OH 44870 419-433-7759	Wednesday, November 13, 6:00 p.m. Lake Forest Country Club 100 Lake Forest Drive Hudson, Ohio 44236 330-656-3800	Tuesday, November 19, 7:00 p.m. Country Club at Muirfield Village 8715 Muirfield Drive Dublin, OH 43016 614-764-1714

Wednesday, November 20, 6:00 p.m. Champaign County Community Ctr. 1512 South Highway 68, Room C Urbana, OH 43078 937-484-1540	Thursday, November 21, 5:30 p.m. Marvin Memorial Library 29 West Whitney Avenue Shelby, OH 44875 419-347-5576	Thursday, November 21, 7:30 p.m. Knights of Columbus Hall 110 South Kibler Street New Washington, OH 44854 419-492-2118


Tuesday, November 12, 6:00 p.m.	Wednesday, November 13, 6:00 p.m.	Tuesday, November 19, 7:00 p.m.
Kalahari Resort & Convention Center 7000 Kalahari Drive Sandusky, OH 44870 419-433-7759	Lake Forest Country Club 100 Lake Forest Drive Hudson, Ohio 44236 330-656-3800	Country Club at Muirfield Village 8715 Muirfield Drive Dublin, OH 43016 614-764-1714

Wednesday, November 20, 6:00 p.m.	Thursday, November 21, 5:30 p.m.	Thursday, November 21, 7:30 p.m.
Champaign County Community Ctr. 1512 South Highway 68, Room C Urbana, OH 43078 937-484-1540	Marvin Memorial Library 29 West Whitney Avenue Shelby, OH 44875 419-347-5576	Knights of Columbus Hall 110 South Kibler Street New Washington, OH 44854 419-492-2118