Preview | Agreement and Plan of Merger |

TABLE OF CONTENTS


		Page
RECITALS			1
ARTICLE I ? CERTAIN DEFINITIONS			1
1.01	Certain Definitions		1
ARTICLE II ? THE MERGER			7
2.01	The Parent Merger		7
2.02	The Subsidiary Merger		7
2.03	Effectiveness of Parent Merger		8
2.04	Effective Date and Effective Time		8
ARTICLE III ? CONSIDERATION; EXCHANGE PROCEDURES			8
3.01	Merger Consideration		8
3.02	Rights as Shareholders; Share Transfers		13
3.03	Fractional Shares		13
3.04	Exchange Procedures		13
3.05	Conversion of Futura Stock Options		14
3.06	Disposition of Stock Appreciation Rights		14
3.07	Anti-Dilution Provisions and Other Adjustments		15
3.08	Lost Certificates		15
3.09	Dissenting Shares		16
3.10	Tax Consequences		16
ARTICLE IV ? ACTIONS PENDING CONSUMMATION OF MERGER			16
4.01	Forbearances of Futura		16
4.02	Forbearances of First Citizens		19
ARTICLE V ? REPRESENTATIONS AND WARRANTIES			20
5.01	Disclosure Schedules		20
5.02	Standard		20
5.03	Representations and Warranties of Futura		21
5.04	Representations and Warranties of First Citizens		33
ARTICLE VI ? COVENANTS			38
6.01	Reasonable Best Efforts		38
6.02	Shareholder Approvals		38
6.03	Registration Statement		38
6.04	Press Releases		39
6.05	Access; Information		40
6.06	Acquisition Proposals; Break Up Fee		40
6.07	Affiliate Agreements		41
6.08	Takeover Laws		41
6.09	Certain Policies		41
6.10	NASDAQ Listing		42
6.11	Regulatory Applications		42
6.12	Employment Matters; Employee Benefits		42
6.13	Notification of Certain Matters		44
6.14	[Reserved]		44
6.15	Accounting and Tax Treatment		44



6.16	No Breaches of Representations and Warranties	44
6.17	Consents	44
6.18	Insurance Coverage	44
6.19	Correction of Information	44
6.20	Confidentiality	45
6.21	Supplemental Assurances	45
6.22	Regulatory Matters	45
6.23	First Citizens Board of Directors Structure Following the Parent Merger	45
6.24	Establishment of Bank Community Board	46
6.25	Bank Name and Signage	46
6.26	Indemnification; Directors? and Officers? Liability Insurance	46
ARTICLE VII ? CONDITIONS TO CONSUMMATION OF THE MERGER		47
7.01	Conditions to Each Party?s Obligation to Effect the Merger	47
7.02	Conditions to Obligation of Futura	48
7.03	Conditions to Obligation of First Citizens	49
ARTICLE VIII ? TERMINATION		50
8.01	Termination	50
8.02	Effect of Termination and Abandonment, Enforcement of Agreement	51
ARTICLE IX ? MISCELLANEOUS		51
9.01	Survival	51
9.02	Waiver; Amendment	51
9.03	Counterparts	52
9.04	Governing Law	52
9.05	Expenses	52
9.06	Notices	52
9.07	Entire Understanding; No Third Party Beneficiaries	53
9.08	Interpretation; Effect	53
9.09	Waiver of Jury Trial	53

EXHIBIT A	Form of Voting Agreement
EXHIBIT B	Form of Futura Affiliate Agreement

AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2007 (hereinafter referred to as this ?Agreement?), by and between First Citizens Banc Corp, an Ohio corporation (hereinafter referred to as ?First Citizens?), and Futura Banc Corp., an Ohio corporation (hereinafter referred to as ?Futura?);

WITNESSETH:

WHEREAS, First Citizens is a registered bank holding company and owns all of the outstanding shares of The Citizens Banking Company, an Ohio bank (hereinafter referred to as ?Citizens Bank?);

WHEREAS, Futura is a registered bank holding company and owns all of the outstanding shares of Champaign National Bank, a national bank (hereinafter referred to as ?Champaign Bank?);

WHEREAS, Futura also owns all of the outstanding shares of Champaign Investment Company, an Ohio corporation (?Champaign Investment Company?);

WHEREAS, the Boards of Directors of First Citizens, Futura, Citizens Bank and Champaign Bank believe that the merger of Futura with and into First Citizens, followed by the merger of Champaign Bank with and into Citizens Bank, each in accordance with the terms and subject to the conditions of this Agreement, would be in the best interests of the shareholders of First Citizens and Futura; and

WHEREAS, the Boards of Directors of First Citizens, Futura, Citizens Bank and Champaign Bank have each unanimously approved this Agreement and the transactions contemplated hereby;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, First Citizens and Futura, intending to be legally bound, hereby agree as follows:

ARTICLE I
Certain Definitions

1.01 Certain Definitions. The following terms are used in this Agreement with the meanings set forth below:

?Acquisition Proposal? has the meaning set forth in Section 6.06.

?Aggregate Consideration? has the meaning set forth in Section 3.10(b).

?Aggregate Share Consideration? has the meaning set forth in Section 3.10(b).

?Agreement? means this Agreement, as amended or modified from time to time in accordance with Section 9.02.

?Agreement to Merge? has the meaning set forth in Section 2.02.

?All Cash Election? has the meaning set forth in Section 3.01(c)(ii).

?All Share Election? has the meaning set forth in Section 3.01(c)(i).

?Average First Citizens Price? means the arithmetic mean of the closing price of First Citizens Common Shares on NASDAQ for the twenty (20) trading days immediately preceding the fifth (5^th) trading day prior to the Effective Date. As to those trading days in which no sales of First Citizens Common Shares are made, the average of the bid and ask price for a First Citizens Common Share on that day shall be used.

?BHCA? means the Bank Holding Company Act of 1956, as amended.

?Cash Exchange Amount? has the meaning set forth in Section 3.01(a)(ii).

?Champaign Bank? has the meaning set forth in the preamble to this Agreement.

?Champaign Investment Company? has the meaning set forth in the preamble to this Agreement.

?Citizens Bank? has the meaning set forth in the preamble to this Agreement.

?Code? means the Internal Revenue Code of 1986, as amended.

?Compensation and Benefit Plans? has the meaning set forth in Section 5.03(m)(i).

?Consultants? has the meaning set forth in Section 5.03(m)(i).

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