Peoples Community Bancorp (PCBI)

RECITALS

A.                                   Bank and Borrower entered into a Revolving Credit Loan Agreement dated December 8, 2006, as amended by the Amendment to Revolving Credit Loan Agreement dated December 5, 2007, (collectively, the “Loan Agreement”).

B.                                     The loan made to Borrower pursuant to the terms of the Loan Agreement is evidenced by an Amended and Restated Revolving Credit Note dated December 8, 2006, in the original principal amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000), as amended by the Amendment to Revolving Credit Note dated as of December 5, 2007 (collectively, the “Note”).

C.                                     Borrower failed to pay the principal amount of the loan within ten (10) business days of the maturity date of June 30, 2008 and, accordingly, an “Event of Default” as defined in the Loan Agreement exists and is continuing.

D.                                    The Note is secured by the Stock Pledge Agreement dated as of December 8, 2006 (the “Pledge Agreement”), pursuant to which Borrower has pledged 100% of the outstanding common stock (the “Pledged Stock”) of its banking subsidiary, Peoples Community Bank, a federal savings bank (“PCB”).

E.                                      Borrower has developed a structured plan which contemplates the participation of certain parties whose identities have been disclosed to Bank (the “Third Parties”) and involves a series of transactions (collectively, the “Transaction”) which, when implemented, will result in the repayment in full of the Indebtedness.

NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements contained herein and the acts to be performed hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

RECITALS:

Buyer is willing to purchase certain of the assets of Seller located at Seller’s offices listed on Schedule 1 attached hereto (the “Branches”), and is willing to assume and discharge the deposit liabilities and certain other obligations and liabilities of Seller together with certain obligations of Seller Parent, on the terms and subject to the conditions of this Purchase and Assumption Agreement (the “Agreement”). Capitalized terms used herein have the respective meanings set forth on Annex I attached hereto.

Prior to closing the purchase and sale of the assets and the assumption of liabilities of Seller as further described below, (i) Buyer will convert from an Ohio-chartered bank to a federal savings association, (ii) Buyer, CBSEF and other investors will form and organize a holding company (“Buyer Parent”) that will own all of the equity interests of Buyer after the completion of a share exchange transaction pursuant to the terms of the Stock Exchange Agreement in form attached hereto as Exhibit K (together with (i) above shall be referred to herein as, the “Reorganization”); (iii) Buyer, CBSEF and Buyer Parent will obtain regulatory approval for the Reorganization, and (iv) Buyer will obtain regulatory approval for the transactions contemplated hereby.

RECITALS:

Buyer is willing to purchase certain of the assets of Seller located at Seller’s offices listed on Schedule 1 attached hereto (the “Branches”), and is willing to assume and discharge the deposit liabilities and certain other obligations and liabilities of Seller together with certain obligations of Seller Parent, on the terms and subject to the conditions of this Purchase and Assumption Agreement (the “Agreement”). Capitalized terms used herein have the respective meanings set forth on Annex I attached hereto.

Prior to closing the purchase and sale of the assets and the assumption of liabilities of Seller as further described below, (i) Buyer will convert from an Ohio-chartered bank to a federal savings association, (ii) Buyer, CBSEF and other investors will form and organize a holding company (“Buyer Parent”) that will own all of the equity interests of Buyer after the completion of a share exchange transaction pursuant to the terms of the Stock Exchange Agreement in form attached hereto as Exhibit K (together with (i) above shall be referred to herein as, the “Reorganization”); (iii) Buyer, CBSEF and Buyer Parent will obtain regulatory approval for the Reorganization, and (iv) Buyer will obtain regulatory approval for the transactions contemplated hereby.

A.            Mercantile.  Mercantile is a unitary thrift holding company organized under the laws of the State of Ohio, having its principal place of business in Cincinnati, Ohio.  Mercantile Savings Bank (“Mercantile Bank”) is an Ohio chartered stock savings and loan association and wholly owned subsidiary of Mercantile.

B.            PCBI.  PCBI is a Maryland corporation, having its principal place of business in West Chester, Ohio.  Peoples Community Bank (“Peoples Bank”) is a federally-chartered stock savings bank and wholly owned subsidiary of PCBI.

C.            Mergers; Board Action.  The respective Boards of Directors of each of PCBI and Mercantile have determined that it is in the best interests of their respective companies and their respective shareholders to consummate the strategic business combinations provided for herein.

D.            Intentions of the Parties.  It is the intention of the parties to this Agreement that the business combinations contemplated hereby shall be treated as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

E.             As a condition and inducement to the willingness of PCBI to enter into this Agreement, certain stockholders of Mercantile (the “Mercantile Stockholders”) are concurrently entering into a Stockholder Agreement with PCBI (the “Stockholder Agreement”), in substantially the form attached hereto as Exhibit A, pursuant to which, among other things, such shareholders agree to vote their shares of Mercantile Common Shares (as defined below) in favor of 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 the parties agree as follows: