Exhibit 10.8


 


UNITED STATES OF AMERICA

Before the

OFFICE OF THRIFT SUPERVISION


 


	
   

  	
  )

  	
   

  
	
  In the Matter of

  	
  )

  	
  Order No.: CN 09-12

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  PEOPLES COMMUNITY BANK

  	
  )

  	
  Effective Date: April 29, 2009

  
	
   

  	
  )

  	
   

  
	
  West
  Chester, Ohio 

  	
  )

  	
   

  
	
  OTS
  Docket No. 08097

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
				



 


AMENDED ORDER TO CEASE AND DESIST


 


WHEREAS, PEOPLES COMMUNITY BANK, West Chester,
Ohio, OTS Docket No. 08097 (Association), by and through its Board of
Directors (Board) has executed a Stipulation and Consent to Issuance of Amended
Order to Cease and Desist (Stipulation); and


 


WHEREAS, the Association, by
executing the Stipulation, has consented and agreed to the issuance of this
Amended Order to Cease and Desist (Amended Order) by the Office of Thrift
Supervision (OTS) pursuant to 12 U.S.C. § 1818(b); and


 


WHEREAS, pursuant to delegated
authority, the OTS Regional Director for the Central Region (Regional
Director), is authorized to issue amended orders to cease and desist where a
savings association has consented to the issuance of an amended order.


 


NOW, THEREFORE, IT IS ORDERED that:


 


Compliance with Laws, Rules, and Regulations


 


1.
The Association and its institution-affiliated parties, as that term is defined
in


 

















 


12
U.S.C. § 1813(u), and its successors and assigns shall cease and desist from
all unsafe or unsound practices, including: operating with inadequate capital
in relation to the kind and quality of assets held by the Association;
operating with an inadequate loan valuation reserve; operating with a large
volume of poor quality loans; and operating in such a manner as to produce low
earnings.


 


Amendment of Existing Order


 


2.
This Amended Order supplements and amends OTS Order No. CN 08-06,
previously issued by the OTS against the Association on April 2, 2008, and
which remains in full force and effect. OTS Order No. CN 08-06 is amended
by the addition of the following subheading and paragraphs:


 


Increase
and Maintain Capital


 


17.    (a) Within seventy-five (75) days of
the Effective Date of the Amended Order, the Association shall achieve and
maintain: (i) a Tier 1 (Core) Capital Ratio of at least eight percent
(8%); and (ii) a Total Risk-Based Capital Ratio of at least twelve percent
(12 %).


 


(b) Within
fourteen (14) days of the Effective Date of the Amended Order, the Association
shall, pursuant to Board authorization, submit to the Regional Director a
written contingency plan acceptable to the Regional Director that will be
implemented by the Association in the event the Association becomes critically
undercapitalized as defined in 12 C.F.R. § 565.4(a)(5) (Contingency Plan). The
Contingency Plan shall detail the actions to be taken within specific time
frames to achieve one of the following results: (i) merger with or acquisition
by another federally insured institution or holding company thereof, or (ii) voluntary
liquidation by, among other things, filing the appropriate applications with
OTS in conformity with federal laws and regulations. The Contingency Plan shall
be implemented immediately if the Association


 


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becomes
critically undercapitalized or upon notification by the Regional Director of
the requirement to implement the Contingency Plan. Once implemented, the
Association shall submit to the Regional Director written status reports
detailing the Association’s actions taken and progress in implementing the
Contingency Plan no later than the 1st and 15th days
of each month.


 


18.                                 Effective
immediately, Association shall comply with the requirements of 12 C.F.R. §
337.6(b)(3) and shall not: (i) accept, renew or roll over any brokered
deposit, as that term is defined at 12 C.F.R. § 337.6(a)(2); (ii) act as a
deposit broker, as that term is defined at 12 C.F.R. § 337.6(a)(5); or (iii) solicit
deposits by offering an effective yield on insured deposits that exceeds the
limitations set forth in 12 C.F.R. § 337.6(b)(3)(ii).


 


Effective Date of Amended Order, Incorporation of
Stipulation


 


3.                                       This Amended
Order is effective on the Effective Date as shown on the first page. The
Stipulation is made a part hereof and is incorporated herein by this reference.


 


IT IS SO ORDERED.


 


 


	
   

  	
  OFFICE OF THRIFT SUPERVISION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. McKee

  
	
   

  	
   

  	
  Daniel
  T. McKee

  
	
   

  	
   

  	
  Acting
  Regional Director, Central Region

  
	
   

  	
   

  
	
   

  	
  Date:
  See Effective Date on page 1

  



 


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UNITED STATES OF AMERICA

Before the


OFFICE OF THRIFT SUPERVISION


 


	
   

  	
  )

  	
   

  
	
  In
  the Matter of

  	
  )

  	
  Order
  No.: CN 09-12

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  PEOPLES COMMUNITY BANK

  	
  )

  	
  Effective Date: April 29, 2009

  
	
   

  	
  )

  	
   

  
	
  West
  Chester, Ohio 

  	
  )

  	
   

  
	
  OTS
  Docket No. 08097

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  



 


STIPULATION AND CONSENT TO ISSUANCE OF

MODIFIED ORDER TO CEASE AND DESIST


 


WHEREAS, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the Central
Region (Regional Director) issued an Order to Cease and Desist (OTS Order No. CN
08-06) (Order) against Peoples Community Bank, West Chester, Ohio, OTS Docket No. 08097
(Association) pursuant to 12 U.S.C. § 1818(b) that became effective on April 2,
2008 (Order);


 


WHEREAS, the Regional Director,
pursuant to delegated authority, is authorized to modify the Order where the
Association has consented to the issuance of an modified order to cease and
desist; and


 


WHEREAS, the Association desires to
cooperate with OTS to avoid the time and expense of an administrative cease and
desist proceedings by entering into this Stipulation and Consent to Issuance of
Modified Order to Cease and Desist (Stipulation) and, without admitting or
denying that such grounds exist, but only admitting the statements and
conclusions in Paragraph 1 below concerning Jurisdiction, hereby stipulates and
agrees to the following terms:


 

















 


1.                                      Jurisdiction.


 


(a)                             The Association
is a “savings association” within the meaning of 12 U.S.C. § 1813(b) and
12 U.S.C. § 1462(4). Accordingly, the Association is “an insured depository
institution” as that term is defined in 12 U.S.C. § 1813(c); and


 


(b)                            Pursuant to 12
U.S.C. § 1813(q), the Director of OTS is the “appropriate Federal banking
agency” with jurisdiction to maintain an administrative enforcement proceeding
against a savings association. Therefore, the Association is subject to the
authority of OTS to initiate and maintain an administrative cease-and-desist
proceeding against it pursuant to 12 U.S.C. § 1818(b).


 


2.                                      OTS Findings of Fact.


 


Based upon the April 9, 2009 limited examination of the
Association, the OTS finds the Association is currently engaged in unsafe and
unsound practices, including operating with inadequate capital in relation to
the kind and quality of assets held by the Association; operating with an
inadequate loan valuation reserve; operating with a large volume of poor
quality loans; and operating in such a manner as to produce low earnings.


 


3.                                      Consent.


 


The Association consents to the issuance by OTS of the accompanying
Modified Order to Cease and Desist (Modified Order). The Association further
agrees to comply with the terms of the Modified Order upon the Effective Date
of the Modified Order and stipulates that the Modified Order complies with all  requirements of
law.


 


4.                                      Finality.


 


The  Modified Order
is issued by OTS under 12 U.S.C. § 1818(b) and upon the Effective


 


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Date
it shall be a final order, effective and fully enforceable by OTS
under the provisions of 12 U.S.C. § 1818(i).


 


5.                                       Waivers.


 


The Association waives the following:


 


(a)                                  The right to be
served with a written notice of OTS’s charges against it as provided by 12
U.S.C. § 1818(b) and 12 C.F.R. Part 509;


 


(b)                                 The right to an
administrative hearing of OTS’s charges as provided by 12 U.S.C. § 1818(b) and
12 C.F.R. Part 509;


 


(c)                                  The right to
seek judicial review of the Modified Order, including, without limitation, any
such right provided by 12 U.S.C. § 1818(h), or otherwise to challenge the
validity of the Modified Order; and


 


(d)                                 Any and all
claims against OTS, including its employees and agents, and any other
governmental entity for the award of fees, costs, or expenses related to this
OTS enforcement matter and/or the Modified Order, whether arising under common
law, federal statutes or otherwise.


 


6.                                       OTS Authority Not Affected.


 


Nothing in this Stipulation or accompanying Modified Order shall
inhibit, estop, bar or otherwise prevent OTS from taking any other action
affecting the Association if at any time OTS deems
it appropriate to do so to fulfill the responsibilities placed upon OTS by law.


 


7.                                       Other Governmental Actions Not Affected.


 


The Association acknowledges and agrees that its consent to the
issuance of the Modified Order is solely for the purpose of resolving the
matters addressed herein, consistent with Paragraph 6 above, and does not
otherwise release, discharge, compromise, settle, dismiss,


 


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resolve,
or in any way affect any actions, charges against, or liability of the
Association that arise pursuant to this action or otherwise, and that may be or
have been brought by any governmental entity other than OTS.


 


8.                                      Miscellaneous.


 


(a)                             The laws of the United
States of America shall govern the construction and validity of this
Stipulation and of the Modified Order;


 


(b)                            If any provision of this
Stipulation and/or the Modified Order is ruled to  be invalid, illegal, or
unenforceable by the decision of any Court of competent jurisdiction, the
validity, legality, and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby, unless the Regional Director in
his or her sole discretion determines otherwise;


 


(c)                             All references to OTS in
this Stipulation and the Modified Order shall also mean any of the OTS’s
predecessors, successors, and assigns;


 


(d)                            The section and paragraph
headings in this Stipulation and the Modified  Order are for convenience
only and shall not affect the interpretation of this Stipulation or the Modified
Order;


 


(e)                             The terms of this
Stipulation and of the Modified Order represent the final agreement of the
parties with respect to the subject matters thereof, and constitute the sole
agreement of the parties with respect to such subject matters; and


 


(f)                               The Stipulation and Modified
Order shall remain  in effect until terminated,
modified, or suspended in writing by OTS, acting through its Regional Director
or other authorized representative.


 


9.                                      Signature of Directors/Board Resolution.


 


Each Director signing this Stipulation attests that he or she voted in
favor of a Board


 


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Resolution
authorizing the consent of the Association to the issuance of the Modified
Order and the execution of the Stipulation. This Stipulation may be executed in
counterparts by the directors after approval of execution of the Stipulation at
a duly called board meeting.


 


WHEREFORE, the Association, by its directors, executes this
Stipulation.


 


	
  PEOPLES
  COMMUNITY BANK

  	
   

  	
  OFFICE
  OF THRIFT SUPERVISION

  
	
  West
  Chester, Ohio

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Donald L. Hawke

  	
   

  	
  By:

  	
  /s/
  Daniel T. McKee

  
	
  Donald
  L. Hawke, Director

  	
   

  	
   

  	
  Daniel
  T. McKee

  
	
   

  	
   

  	
   

  	
  Acting
  Regional Director

  
	
   

  	
   

  	
   

  	
  Central
  Region

  
	
  /s/
  John L. Buchanan

  	
   

  	
   

  	
   

  
	
  John
  L. Buchanan, Director

  	
   

  	
  Date:
  See Effective Date on page 1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Nicholas N. Nelson

  	
   

  	
   

  	
   

  
	
  Nicholas
  N. Nelson, Director/Chairman 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Thomas J. Noe

  	
   

  	
   

  	
   

  
	
  Thomas
  J. Noe, Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  John E. Rathkamp

  	
   

  	
   

  	
   

  
	
  John
  E. Rathkamp, Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  James R. Van DeGrift

  	
   

  	
   

  	
   

  
	
  James
  R. Van DeGrift, Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Jerry D. Williams

  	
   

  	
   

  	
   

  
	
  Jerry
  D. Williams, Director

  	
   

  	
   

  	
   

  



 


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RESOLUTIONS OF THE

BOARD OF DIRECTORS OF

PEOPLES COMMUNITY BANK


 


AMENDED OREDER TO CEASE AND DESIST




Dated April 28, 2009


 


I,
Fred L. Darlington, being the duly qualified Secretary of Peoples Community
Bank (the “Bank”), hereby certify that the following is a true, correct and
complete copy of the resolutions duly and validly adopted by the Board of Directors
of the Bank (the “Board”) at a meeting duly called and held on April 28,
2009, that at said meeting a quorum was present and that the resolutions have
not been rescinded or modified and are now in full force and effect:


 


WHEREAS, the Board has received an Amended Order to Cease
and Desist that primarily addressed the capital deterioration and asset quality
of the Bank; and


 


WHEREAS, the Stipulation and Consent to issuance of the
Modified Order to Cease and Desist was reviewed and deemed acceptable as
presented by the Office of Thrift Supervision (“OTS”).


 


NOW, THEREFORE, BE IT RESOLVED, that the Board hereby
agrees to the Stipulation and Consent to the Issuance of the Modified Order to
Cease and Desist and authorizes the Bank’s consent and execution to the
issuance of the Modified Order and the Stipulation in the form presented; and


 


BE IT FURTHER RESOLVED, that the executive officers
of the Bank are hereby directed to take such necessary corrective measures as
set forth in the Stipulation and Modified Order and to do and perform all such
acts and things as they deem necessary or appropriate in order to carryout the
requirements under the Stipulation and Modified Order.


 


IN WITNESS WHEREOF, I Fred L. Darlington,
Secretary, hereby set my hand this 28th day of April 2009.


 


 


	
   

  	
  /s/ Fred L. Darlington

  
	
   

  	
  Fred L. Darlington

  
	
   

  	
  Secretary

  



 


[SEAL]


 

















 


	
  

  	
   

  	
  Office of Thrift Supervision

  Department of the Treasury

  1
  South Wacker Drive, Suite 2000, Chicago, IL 60606

  Telephone:
  (312) 917-5000 · Fax: (312)
  917-5001

   

  	
   

  Central Region

  



 


VIA FAXSIMILE AND OVERNIGHT MAIL


 


April 29,
2009


 


OTS
Docket No. 8097


 


Board
of Directors


Peoples
Community Bank


6100
West Chester Road


West
Chester, OH 45071


 


Dear
Members of the Board,


 


Enclosed is a copy of the executed Order to Cease and Desist (Order)
and corresponding Stipulation and Consent to Issuance of Order to Cease and
Desist (Stipulation) entered into with the Office of Thrift Supervision. The
Order and Stipulation is effective as of April 29, 2009.


 


If you have questions, please contact me at (312) 917-5084.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James G. Price 

  
	
   

  	
  James
  G. Price 

  
	
   

  	
  Assistant
  Director

  



 


Enclosures