Exhibit 23.4
December 13, 2001




                       CONSENT OF KEEFE, BRUYETTE & WOODS, INC.


         We hereby consent to the use of the form of our opinion letter to the
Board of Directors of First Citizens Banc Corp. included as an exhibit to the
Joint Proxy Statement/Prospectus relating to the proposed merger of First
Citizens Banc Corp. and Independent Community Banc Corp. and to the references
to our firm and such opinion in such Joint Proxy Statement/Prospectus.  In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with respect to any part
of such Registration Statement within the meaning of the term "experts" as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.





                                        /s/ Keefe, Bruyette & Woods, Inc.
                                        ---------------------------------
                                        Keefe, Bruyette & Woods, Inc.