General Development of Business

Exhibit 4.3

[FIRST CITIZENS BANC CORP. LETTERHEAD]

March 16, 2009                              

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: First Citizens Banc Corp. Form 10-K for the fiscal year ended December 31, 2008

Ladies and Gentlemen:

First Citizens Banc Corp., an Ohio corporation (FCBC), is today filing an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the Form 10-K), as executed on March 16, 2009.

Pursuant to the instructions relating to the Exhibits in Item 601(b)(4)(iii) of Regulation S-K, FCBC hereby agrees to furnish the Commission, upon request, copies of instruments and agreements defining the rights of holders of its long-term debt and of the long-term debt of its consolidated subsidiaries, which are not being filed as exhibits to the Form 10-K. None of such long-term debt exceeds 10% of the total assets of FCBC and its subsidiaries on a consolidated basis.

Very truly yours,

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