EX-10.2.3






Exhibit 10.2.3




FIRST CITIZENS BANC CORP

100 East Water Street

P.O. Box 5016

Sandusky, Ohio 44870

(419) 625-4121

www.fcza.com




James E. McGookey

Senior Vice President and General Counsel

First Citizens Banc Corp

P.O. Box 5016

Sandusky, Ohio 44870




Dear Jim:



First Citizens Banc Corp (the “Company”) anticipates entering into a Letter Agreement and
Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, attached
hereto as Appendix A (collectively, the “Participation Agreement”), with the United States
Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the
Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.



In order for the Company to participate in the CPP, and as a condition to the closing of the
investment by the Treasury in the Company contemplated by the Participation Agreement, the Company
is required to establish specified standards for executive compensation payable to Senior Executive
Officers and to make certain changes to its compensation arrangements as described below:




	(1)	 	No Golden Parachute Payments. The Company is prohibited from making any Golden
Parachute Payment to you during any CPP Covered Period.
	 
	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and/or incentive
compensation paid to you during a CPP Covered Period (including any bonus and/or incentive
compensation considered to have been paid to you during a CPP Covered Period pursuant to 31
C.F.R. § 30.6 (as in effect on the Closing Date)) is subject to recovery by the Company if the
payments were based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria.
	 
	(3)	 	No Unnecessary or Excessive Risk. The Company is required to review its Benefit
Plans to ensure that they do not encourage Senior Executive Officers to take unnecessary and
excessive risks that threaten the value of the Company.





This letter is intended to comply with the requirements imposed by the CPP. In consideration of
the benefits that you will receive as a result of the Company’s participation in the CPP, by
signing this letter, you agree that each of the Company’s compensation, bonus, incentive and
other benefit plans, arrangements and agreements (including golden parachute, severance and


 








 







employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended to the
extent necessary to give effect to provisions (1) and (2), above. In addition, you and the Company
agree to negotiate revisions to any Benefit Plan required to give effect to provision (3), above,
promptly and in good faith.



Provisions (1), (2) and (3) of this letter are intended to, and will be interpreted, administered
and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the
foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving
effect to this letter).



The following capitalized terms shall have the meanings set forth below:




	(a)	 	“Company” includes First Citizens Banc Corp and any entity treated as a single employer with
First Citizens Banc Corp under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date).
	 
	(b)	 	“CPP Covered Period” is any period during which: (a) you are a Senior Executive Officer; and
(b) the Treasury holds an equity or debt position acquired from the Company under the CPP.
The term “CPP Covered Period” shall be limited by, and interpreted in a manner consistent
with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	(c)	 	“Closing Date” shall have the meaning given to it in the Participation Agreement.
	 
	(d)	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or
regulation issued by the Treasury and as published in the Federal Register on October 20,
2008.
	 
	(e)	 	“Golden Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of EESA as
supplemented by 31 C.F.R. § 30.9 (as in effect on the Closing Date).
	 
	(f)	 	“Senior Executive Officer” means the Company’s “senior executive officers” as defined in
Section 111(b)(3) of EESA as supplemented by 31 C.F.R. § 30.2 (as in effect on the Closing
Date).





To the extent not subject to federal law, this letter will be governed by and construed in
accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of
which will be deemed to be an original. A signature transmitted by facsimile will be deemed an
original signature.



If the Company does not participate or ceases at any time to participate in the CPP, this letter
shall be of no further force and effect.



The Board appreciates the concessions you are making and looks forward to your continued leadership
during these financially turbulent times.



[signature page follows]




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Yours sincerely,




	 	 	 	 	 
	FIRST CITIZENS BANC CORP	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Richard J. Dutton
 

Senior Vice President
	 	 






Date: January 20, 2009




*****




Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth
below.



	 	 	 
	/s/ James E. McGookey
	 	 
	 

James E. McGookey

	 	 






Date: January 20, 2009





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APPENDIX A




Letter Agreement,
and Securities Purchase Agreement —

Standard Terms incorporated into Letter Agreement, with

United States Department of the Treasury


[Intentionally omitted; Included as Exhibit 10.1 to the Current

Report on Form 8-K filed by First Citizens Banc Corp with the

Securities and Exchange Commission on January 26, 2009]