Audit Committee Charter - 2009

Approved First Citizens Banc Corp: __________________ First Citizens Banc Corp AUDIT COMMITTEE CHARTER The Audit Committee Charter is intended as a component of a flexible framework within which the Board of Directors (the "Board") of First Citizens Banc Corp (the "Company"), assisted by its committees, directs the affairs of the Company. It should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Certificate of Incorporation and By Laws. It is not intended to establish by its own force any legally binding obligations. I. PURPOSE The Audit Committee (the “Committee”) shall (a) engage, evaluate the qualifications and performance and determine the independence and compensation of the Company's independent auditor, evaluate their conduct of the annual audit and consider their engagement for any other services, (b) oversee the preparation of the Audit Committee Report required to be included in the Company's annual proxy statement by the rules of the Securities and Exchange Commission ("SEC"), (c) assist the Board in fulfilling its responsibility to oversee management regarding: (i) the conduct and integrity of the Company’s financial reporting to governmental or regulatory bodies, its shareholders, the public and other users of financial reports of the Company; (ii) the Company’s systems of internal accounting and financial and disclosure controls; (iii) ...