Item 2.06. Material Impairments.

On January 26, 2009, First Citizens Banc Corp ("Citizens") determined that, as a result of its annual impairment analysis for "Goodwill and Other Intangible Assets", it will record a pre-tax non-cash impairment charge of $43,291,000 against goodwill as of December 31, 2008.

In connection with its acquisition of other institutions, Citizens recorded as goodwill the difference between the market value of the stock issued in the transaction and the book value of the assets acquired. Statement of Financial Accounting Standards, No. 142, "Goodwill and Other Intangible Assets" requires goodwill to be tested for impairment at least annually. Among the factors considered in the 2008 review were the prices, depressed by market conditions, paid for comparable institutions which have been sold. Upon completion of Citizens' review, it determined that its books did not currently reflect the value of its goodwill and that it should record the impairment charge.

This charge to earnings will have no impact on Citizens' cash, regulatory capital, liquidity or ability to pay dividends. The charge is not deductible for income tax purposes.

Item 8.01. Other Events.

On January 29, 2009, the Corporation released an open letter to our customers, shareholders and the communities in which we operate. This letter will appear in the newspapers in the communities in which we operate.

Additionally, on February 1, 2009 the Corporation will mail a letter to the shareholders describing certain current developments related to the Corporation.

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