Exhibit 99.2

                             [FRONT OF PROXY CARD]

                        INDEPENDENT COMMUNITY BANC CORP.

                   PROXY FOR SPECIAL MEETING OF SHAREHOLDERS

                                 TO BE HELD ON

                            __________________, 2002

         The undersigned having received the Proxy Statement/Prospectus dated as
of ____________, 2001, together with the notice of the Special Meeting of
Shareholders of Independent Community Banc Corp. ("ICBC"), to be held on
_______________, 2002 at ____ _.m., hereby designates and appoints
James D. Heckelman, William F. Boose and John M. Kovesdi, Jr., D.O. as proxies
for the undersigned, with full power of substitution, to exercise all the powers
that the undersigned would have if personally present to act and to vote all of
the shares that the undersigned is entitled to vote at the Special Meeting,
unless revoked, and at any adjournment thereof, such proxies being directed to
vote as specified below on the following proposal:


                 MANAGEMENT RECOMMENDS A VOTE "FOR" PROPOSAL 1.

Proposal 1:     To adopt the Agreement and Plan of Merger by and between
            ICBC and First Citizens Banc Corp ("First Citizens") and to approve
            the transactions contemplated thereby, including the merger of ICBC
            with and into First Citizens.

            FOR                 AGAINST               ABSTAIN


Proposal 2:     To transact such other business as may properly come before the
            Special Meeting, or any adjournment thereof in order to allow the
            further solicitation of proxies.

            FOR                 AGAINST               ABSTAIN


         THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.  IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED "FOR" PROPOSAL 1 AND "FOR"
PROPOSAL 2.  ALL PROXIES PREVIOUSLY GIVEN ARE HEREBY REVOKED.  RECEIPT OF THE
ACCOMPANYING PROXY STATEMENT PROSPECTUS IS HEREBY ACKNOWLEDGED.

                          (Continued on reverse side.)


                              [BACK OF PROXY CARD]

                          (Continued from other side.)


         The aforesaid proxies are hereby authorized to vote at their discretion
on any other matter that may properly come before the Special Meeting.  An
executed proxy may be revoked at any time prior to its exercise by submitting
another proxy with a later date, by appearing in person at the Special Meeting
and advising the Secretary of the shareholder's intent to vote the share(s) or
by sending a written, signed and dated revocation that clearly identifies the
proxy being revoked to the principal executive offices of ICBC at 16 Executive
Drive, Norwalk, Ohio 44857, Attention: _________________, Secretary.  A
revocation may be in any written form validly signed by the record holder so
long as it clearly states that the proxy previously given is no longer
effective.


         PLEASE DATE, SIGN AND MAIL THIS PROXY TO ICBC, ATTENTION:
_______________________, SECRETARY, 16 EXECUTIVE DRIVE, NORWALK, OHIO 44857.  AN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.


                                           Dated:

                                           -------------------------------------





                                           -------------------------------------
                                           Signature




                                           -------------------------------------
                                           Signature



         Please sign exactly as your name appears on your stock certificate(s)
and return this proxy promptly in the accompanying envelope. If the share(s) are
issued in the names of two or more persons, all persons should sign the proxy.
If the shares are issued in the name of a corporation or partnership, please
sign in the corporate name, by the president or other authorized officer, or in
the partnership name, by an authorized person. When signing as attorney,
executor, administrator, trustee, guardian or in any other representative
capacity, please give your full title as such.