SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
  X      Annual report pursuant to Section 13 or 15(d) of the Securities
-----      Exchange Act of 1934

                  For the fiscal year ended September 30, 2002

                                       OR

         Transition report pursuant to Section 13 or 15(d) of the Securities
-----       and Exchange Act of 1934

                         Commission File No.: 000-29949
                                              ---------

                         PEOPLES COMMUNITY BANCORP, INC.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                Maryland                                      31-1686242
------------------------------------------          ---------------------------
     (State or Other Jurisdiction of                      (I.R.S. Employer
     Incorporation or Organization)                     Identification Number)

6100 West Chester Road, West Chester, Ohio                     45069
------------------------------------------          ---------------------------
(Address of Principal Executive Offices)                      (Zip Code)

                                 (513) 870-3530
   ----------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

          Securities registered under Section 12(b) of the Exchange Act:
                                 Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock (par value $.01 per share)
   ----------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the  Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter  period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.         Yes   X       No
                                               -----        ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    [X]

As of December 27, 2002, the aggregate value of the 2,011,522 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
501,093 shares held by all directors and executives officers of the Registrant
and the Registrant's Employee Stock Ownership Plan ("ESOP") as a group, was
approximately $45.9 million.  This figure is based on the closing sales price
of $22.81 per share of the Registrant's Common Stock on December 27, 2002.
Although directors and executive officers and the ESOP were assumed to be
"affiliates" of the Registrant for purposes of this calculation, the
classification is not to be interpreted as an admission of such status.

Number of shares of Common Stock outstanding as of December 16, 2002:  2,512,615


<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents incorporated by reference and
the Part of the Form 10-K into which the document is incorporated.

(1)  Portions of the Annual Report to Stockholders  for the year ended September
     30,  2002 are  incorporated  into  Part II,  Items 5 through 8 of this Form
     10-K.

(2)  Portions of the definitive  proxy  statement for the 2002 Annual Meeting of
     Stockholders  to be filed within 120 days of the  Registrant's  fiscal year
     end are incorporated into Part III, Items 10 through 13 of this Form 10-K.


<PAGE>

                                     PART I

Item 1. Business

General

         Peoples Community Bancorp, Inc. ("Peoples" or the "Company") was
organized in December 1999 at the direction of the Board of Directors of The
People's Building, Loan and Savings Company, presently Peoples Community Bank,
(the "Bank") for the purpose of holding all of the capital stock of the Bank and
in order to facilitate the conversion of the Bank from an Ohio-chartered mutual
savings and loan association to a federally-chartered stock savings bank (the
"Conversion"). (Unless the context otherwise requires, reference to Peoples
includes the Bank). Peoples is a unitary savings and loan holding company whose
assets consist primarily of the outstanding shares of common stock of the Bank,
investments made with the portion of the net proceeds from the issuance of
Peoples shares to the public (the "Offering") retained by Peoples and Peoples'
loan to the employee stock ownership plan (the "ESOP"). Peoples has no
significant liabilities other than the issuance of junior subordinated
debentures in fiscal 2002. The management of Peoples and the Bank are
substantially identical and Peoples neither owns nor leases any property but
instead uses the premises, equipment and furniture of the Bank. The Bank is a
federally-chartered stock savings bank that was originally organized in 1889.
The Bank conducts its business from eleven offices in Hamilton, Warren, and
Butler Counties in Ohio. The Bank is primarily engaged in attracting deposits
from the general public and using those funds to originate loans and invest in
securities. The Bank's primary lending emphasis has been, and continues to be,
loans secured by first liens on single-family (one- to-four units) residential
properties located in Hamilton, Warren and Butler Counties in Ohio. However,
over the past two fiscal years, the Bank has placed an increasing emphasis on
multi-family residential loans, commercial real estate and land loans,
construction loans and commercial loans. As a result, as a percentage of the
total loan portfolio, single-family residential loans have decreased from 72.7%
at September 30, 2000 to 53.2% at September 30, 2002, while multi-family
residential loans, commercial real estate and land loans, construction loans and
commercial loans have increased during the same time period from 4.3% to 10.2%,
9.7% to 15.8%, 12.8% to 16.2% and 0.0% to 3.8%, respectively. At September 30,
2002, Peoples had $581.6 million in total assets, $369.1 million in deposits and
$43.0 million of stockholders' equity.

         Immediately prior to the Conversion, The Oakley Improved Building and
Loan Company, an Ohio-chartered mutual savings and loan association ("Oakley"),
merged with and into the Bank (the "Oakley merger"). No consideration was
exchanged in the Oakley merger. The Oakley merger was accounted for on a pooling
of interests basis whereby prior year amounts are restated to include the assets
and liabilities of Oakley. Simultaneously with the Conversion, Harvest Home
Financial Corporation, an Ohio corporation with its principal place of business
in Ohio ("Harvest Home Financial"), merged with and into Peoples (the "Harvest
Home merger"). In connection with the Harvest Home merger, each outstanding
share of Harvest Home Financial common stock, no par value per share, was
converted into the right to receive 0.9 of a share of Peoples Community common
stock and $9.00 in cash. The Harvest Home merger was accounted for using the
purchase method of accounting and as such, prior period amounts are not
restated. The Conversion, the Oakley merger and the Harvest Home merger were
interdependent transactions.

         On March 30, 2001, the Company acquired Market Financial Corporation
("Market") for consideration of $7.8 million in cash and 527,930 shares of
common stock. Under the terms of the agreement, each share of Market's common
stock was exchanged for a combination of cash and/or shares of the Company
totaling $13.00 per share. The acquisition was accounted for using the purchase
method of accounting, consequently prior period amounts were not restated.

         On January 18, 2002, the Bank sold $11.0 million in total loans and
$9.9 million in total deposits to another financial institution pursuant to a
Purchase and Assumption Agreement. These assets and liabilities had been
assigned to the Bank's branch office located in Blanchester, Ohio.

         On April 26, 2002, the Company completed its acquisition of Kenwood
Bancorp, Inc. ("Kenwood") for consideration of $25.22 per outstanding share,
totaling $7.9 million in cash. Kenwood was merged with and into the Corporation
and Kenwood's wholly-owned banking subsidiary, Kenwood Savings Bank, became a
wholly-owned subsidiary of the Bank. The Company acquired $56.6 million in total
assets and recorded approximately $3.4 million in goodwill as part of the
transaction.




                                       3
<PAGE>


          The Bank is subject to examination and comprehensive regulation by the
Office of Thrift Supervision, which is the Bank's chartering authority and
primary federal regulator. The Bank is also regulated by the Federal Deposit
Insurance Corporation (the "FDIC"), administrator of the Savings Association
Insurance Fund. The Bank is also subject to certain reserve requirements
established by the Federal Reserve Board (the "FRB") and is a member of the
Federal Home Loan Bank (the "FHLB") of Cincinnati, which is one of the 12
regional banks comprising the FHLB System.


Peoples Lending Activities

         General. At September 30, 2002, the net loan portfolio of Peoples
totaled $504.0 million, representing approximately 86.6% of total assets at that
date. The principal lending activity of Peoples is the origination of one- to
four-family residential and multi-family residential real estate loans. At
September 30, 2002, residential loans (including construction loans secured by
residential real estate) amounted to $382.4 million, or 75.9% of the net loan
portfolio. In addition, Peoples originates commercial real estate and land loans
and nonresidential construction loans. At September 30, 2002, commercial real
estate and land loans totaled $88.0 million, or 17.5% of the net loan portfolio
and nonresidential construction loans amounted to $17.8 million, or 3.5% of the
net loan portfolio. Further, commercial loans amounted to $21.2 million, or 4.2%
of the net loan portfolio at September 30, 2002. Peoples has placed an increased
emphasis on multi-family residential loans, commercial real estate and land
loans, construction loans and commercial loans over the last two fiscal years.
The aggregate amount of these loans has increased to $256.3 million, or 50.8% of
the net loan portfolio at September 30, 2002, compared to $56.5 million, or
28.8% of the net loan portfolio at September 30, 2000.

         The types of loans that Peoples may originate are subject to federal
and state laws and regulations. Interest rates charged on loans are affected
principally by the demand for such loans and the supply of money available for
lending purposes and the rates offered by its competitors. These factors are
affected by general and economic conditions, the monetary policy of the federal
government, including the Federal Reserve Board, legislative and tax policies,
and governmental budgetary matters.

         A savings institution generally may not make loans to one borrower and
related entities in an amount which exceeds 15% of its unimpaired capital and
surplus. However, loans in an amount equal to an additional 10% of unimpaired
capital and surplus may be made to a borrower if the loans are fully secured by
readily marketable securities. At September 30, 2002, Peoples' regulatory limit
on loans-to-one borrower was $8.8 million. All of Peoples' five largest loans or
groups of loans-to-one borrower were performing in accordance with their terms
at September 30, 2002. See "Asset Quality - Classified Assets."




























                                       4
<PAGE>


     Loan Portfolio Composition.  The following table sets forth the composition
of Peoples' loans at the dates indicated.
<TABLE>
<CAPTION>
                                                                     September 30,
                                                2002                      2001                       2000
                                                  Percent of                 Percent of                Percent of
                                         Amount      Total         Amount       Total        Amount       Total
                                                                 (Dollars in Thousands)
<S>                                       <C>        <C>            <C>           <C>         <C>           <C>
Mortgage loans:
  Single-family residential            $296,294       58.8%      $242,540         64.2%    $153,627         78.1%
  Multi-family residential               56,980       11.3         36,487          9.7        8,999          4.6
  Commercial real estate and land        88,029       17.5         65,842         17.4       20,440         10.4
  Construction loans                     90,002       17.9         62,982         16.7       27,056         13.8
                                        -------      -----        -------        -----      -------        -----
       Total mortgage loans             531,305      105.5        407,851        108.0      210,122        106.9

Commercial loans                         21,280        4.2          9,800          2.6           -             -
Consumer loans                            4,265        0.8          1,883          0.5        1,307          0.7
                                        -------      -----        -------        -----      -------        -----
       Total loans receivable           556,850      110.5        419,534        111.1      211,429        107.6

Less:
  Undisbursed portion of loans
    in process                          (43,144)      (8.6)       (36,782)        (9.7)     (13,546)        (6.9)
  Allowance for loan losses              (7,656)      (1.5)        (3,662)        (1.0)        (762)        (0.4)
  Deferred loan fees                     (2,038)      (0.4)        (1,363)        (0.4)        (636)        (0.3)
                                        -------      ------       -------        -----      -------        -----

Loans receivable, net                  $504,012      100.0%      $377,727        100.0%    $196,485        100.0%
                                        =======      =====        =======        =====      =======        =====
</TABLE>

<TABLE>
<CAPTION>
                                                             September 30,
                                                 1999                     1998
                                                    Percent of                 Percent of
                                          Amount       Total        Amount        Total
                                                       (Dollars in Thousands)
<S>                                        <C>          <C>          <C>           <C>
Mortgage loans:
  Single-family residential              $87,574        92.6%      $80,191         88.6%
  Multi-family residential                 1,588         1.7         1,611          1.8
  Commercial real estate and land          5,935         6.3         6,143          6.8
  Construction loans                       3,473         3.7         5,217          5.8
                                          ------       -----        ------        -----
       Total mortgage loans               98,570       104.3        93,162        103.0

Commercial loans                              -            -            -             -
Consumer loans                               133         0.1           141          0.2
                                          ------       -----        ------        -----
       Total loans receivable             98,703       104.4        93,303        103.2

Less:
  Undisbursed portion of loans
    in process                            (3,337)       (3.6)       (2,214)        (2.5)
  Allowance for loan losses                 (415)       (0.4)         (235)        (0.3)
  Deferred loan fees                        (400)       (0.4)         (406)        (0.4)
                                          ------       -----        ------        -----

Loans receivable, net                    $94,551       100.0%      $90,448        100.0%
                                          ======       =====        ======        =====
</TABLE>

<PAGE>



         Origination of Loans. The lending activities of Peoples are subject to
the written underwriting standards and loan origination procedures established
by the Board of Directors and management. Loan originations are obtained through
a variety of sources, including referrals from real estate brokers, builders and
existing customers. Written loan applications are taken by loan officers. The
loan officers also supervise the procurement of credit reports, appraisals and
other documentation involved with a loan. Property valuations are performed by
independent outside appraisers approved by the Board of Directors of Peoples.

         Under the real estate lending policy of Peoples, a title opinion must
be obtained for each real estate loan. Peoples also requires fire and extended
coverage casualty insurance, in order to protect the properties securing its
real estate loans. Borrowers must also obtain flood insurance policies when the
property is in a flood hazard area as designated by the Department of Housing
and Urban Development. Peoples does not require borrowers to advance funds to an
escrow account for the payment of real estate taxes or hazard insurance
premiums.

         Peoples' loan approval process is intended to assess the borrower's
ability to repay the loan, the viability of the loan and the adequacy of the
value of the property that will secure the loan. The Board of Directors has
granted authority to approve loans as follows: loans up to $500,000 must be
approved by two senior executive officers; loans between $500,000 and $1.0
million must be approved by the executive committee of the Board of Directors;
and loans greater than $1.0 million must be approved by the Board of Directors.

         Activity in Loans.  The following table shows the activity in Peoples'
loans during the periods indicated.

<TABLE>
<CAPTION>
                                                                        Year Ended September 30,
                                                   2002            2001           2000           1999            1998
                                                                             (In Thousands)
<S>                                                <C>            <C>            <C>            <C>              <C>
Total loans held at beginning of period        $419,534        $211,429       $ 98,703        $93,303         $91,846
Originations of loans:
  Mortgage loans:
    Single-family residential (1)               130,584         128,515         51,281         28,236          21,552
    Multi-family residential                     38,038          36,446          4,886            484             900
    Commercial real estate and land              62,523          62,413         16,519          2,514           1,914
  Commercial loans                               26,656          12,394             -              -               -
  Consumer loans                                  3,775           1,344          1,037             50              55
                                                -------         -------        -------         ------          ------
        Total originations (2)                  261,576         241,112         73,723         31,284          24,421

Increase due to Harvest Home acquisition          -                  -          62,334             -               -
Increase due to Market acquisition                -              37,476             -              -               -
Increase due to Kenwood acquisition              40,326              -              -              -               -
                                                -------         -------        -------         ------          ------
        Total increases                         301,902         278,588        136,057         31,284          24,421

Transfers to real estate owned                     (620)           (197)          (110)            -               -
Charge-offs                                      (1,547)             -              (4)            -              (15)
Other increases (decreases) (3)                  (9,212)         22,285         10,772            121            (268)
Repayments                                     (153,207)        (92,571)       (33,989)       (26,005)        (22,681)
                                                -------         -------        -------         ------          ------
Net activity in loans                           137,316         208,105        112,726          5,400           1,457
                                                -------         -------        -------         ------          ------

Gross loans held at end of period              $556,850        $419,534       $211,429        $98,703         $93,303
                                                =======         =======        =======         ======          ======
</TABLE>



(1)  Includes construction loan originations made during the fiscal year.
(2)  Undisbursed  portions  of loans in process  totaled  $43.1  million,  $36.8
     million,   and  $13.5  million  at  September  30,  2002,  2001  and  2000,
     respectively.
(3)  Includes  loan  participations  sold of $6.7  million  and $2.7  million in
     fiscal 2002 and 2001, respectively.




                                       6
<PAGE>


         Although federal laws and regulations permit savings institutions to
originate and purchase loans secured by real estate located throughout the
United States, Peoples generally confines its lending activity to its primary
market area of Warren, Butler and Hamilton Counties, Ohio. Subject to its
loans-to-one borrower limitation, Peoples is permitted to invest without
limitation in residential mortgage loans and up to 400% of its capital in loans
secured by non-residential or commercial real estate. Peoples may also invest in
secured and unsecured consumer loans in an amount not exceeding 35% of total
assets. This 35% limitation may be exceeded for certain types of consumer loans,
such as home equity and property improvement loans secured by residential real
property. In addition, Peoples may invest up to 10% of its total assets in
secured and unsecured loans for commercial, corporate, business or agricultural
purposes. At September 30, 2002, Peoples was well within each of the above
lending limits.

         One- to Four-Family Residential Real Estate Loans. The primary real
estate lending activity of Peoples is the origination of loans secured by first
mortgage liens on one- to four-family residences. At September 30, 2002, $296.3
million, or 58.8% of the net loan portfolio of Peoples consisted of conventional
first mortgage, one- to four-family residential loans, compared to $242.5
million, or 64.2% at September 30, 2001.

         The loan-to-value ratio, maturity and other provisions of the loans
made by Peoples generally have reflected Peoples' policy of making less than the
maximum loan permissible under applicable regulations, in accordance with sound
lending practices, market conditions and underwriting standards established by
Peoples. Peoples' lending policies on one- to four-family residential mortgage
loans generally limit the maximum loan-to-value ratio to 80% of the lesser of
the appraised value or purchase price of the property. Residential mortgage
loans are amortized on a monthly basis with principal and interest due each
month. The loans generally include "due-on-sale" clauses.

         The residential mortgage loans originated by Peoples consist of fixed
rate and adjustable rate loans. Presently, the single-family fixed rate
residential mortgage loans originated by Peoples have terms of up to 30 years.
In addition, Peoples originates adjustable rate mortgage loans on which the
interest rate adjusts every one or three years based upon the one-year or
three-year rate on T-bills plus a specified margin. At September 30, 2002,
$109.3 million, or 36.9% of our single-family residential loans were adjustable
rate and $187.0 million, or 63.1% were fixed-rate. The single-family residential
mortgage loans presently being originated by Peoples generally conform to Fannie
Mae and Freddie Mac requirements.

         Multi-family Residential Loans. Peoples also originates multi-family
(over four units) residential loans. Peoples' multi-family loans are primarily
secured by apartment buildings. The multi-family residential mortgage loans of
Peoples are underwritten on substantially the same basis as its commercial real
estate loans, although loan-to-value ratios are limited to 80%. At September 30,
2002, Peoples had $57.0 million in multi-family residential mortgage loans,
which amounted to 11.3% of Peoples' net loan portfolio, compared to $36.5
million, or 9.7% of Peoples' net loan portfolio at September 30, 2001. Peoples
intends to continue its increased emphasis on this type of lending.

         Commercial Real Estate and Land Loans. Peoples' commercial real estate
and land loan portfolio primarily consists of loans secured by professional
offices, small retail centers, warehouses and land for development purposes
located within Peoples' primary market area. Commercial real estate and land
loans amounted to $88.0 million, or 17.5% of the net loan portfolio at September
30, 2002, with an average loan balance of approximately $304,000. This compares
to $65.8 million, or 17.4% at September 30, 2001, with an average loan balance
of approximately $410,000.

         The commercial real estate loans of Peoples typically have a
loan-to-value ratio of 75% or less and generally have higher interest rates than
single-family residential mortgage loans. The maximum term of Peoples'
commercial real estate loans is 25 years. Decisions to lend are based on the
economic viability of the property and the creditworthiness of the borrower.
Creditworthiness is determined by considering the character, experience,
management and financial strength of the borrower, and the ability of the
property to generate adequate funds to cover both operating expenses and debt
services. In evaluating whether to make a commercial real estate loan, Peoples
places primary emphasis on the ratio of net cash flow to debt service on the
property and generally requires a ratio of cash flow to debt service of at least
120%, computed after deduction for a vacancy factor and property expenses
Peoples deem appropriate. Otherwise, the commercial real estate loans of Peoples
have terms which are substantially similar to its single-family residential
mortgage loans.

         The land loans of Peoples also have a loan-to-value ratio of 75% or
less and are amortized over a five-year period or over a 15-year period with a
balloon payment of the remaining principal amount due at five years from the


                                       7
<PAGE>

date of origination. Land loans generally are secured by single-family
residential lots or undeveloped land being held for residential development.

         Commercial real estate lending is generally considered to involve a
higher degree of risk than one- to four-family residential lending. Such lending
typically involves large loan balances concentrated in a single borrower or
groups of related borrowers for rental or business properties. In addition, the
payment experience on loans secured by income-producing properties is typically
dependent on the success of the operation of the related project and thus is
typically affected by adverse conditions in the real estate market and in the
economy. Peoples generally attempts to mitigate the risks associated with its
commercial real estate lending by, among other things, lending primarily in its
market area and using low loan-to-value ratios in the underwriting process.

         Land development and acquisition loans involve significant additional
risks when compared with loans on existing residential properties. These loans
may involve larger loan balances to single borrowers, and the payment experience
may be dependent on the successful development of the land and the sale of the
lots. These risks can be significantly impacted by supply and demand conditions
as well as local economic conditions.

         Construction Loans. At September 30, 2002, Peoples had approximately
$90.0 million, or 17.9% of the net loan portfolio, in construction loans,
compared to $63.0 million, or 16.7% of the total loan portfolio at September 30,
2001. The increase in construction loans during fiscal 2002 was due primarily to
increased originations of construction loans to builders. The construction loans
of Peoples are comprised largely of loans made to builders on a pre-sold basis,
as well as, to a lesser extent, to builders for market homes. Peoples'
construction loans to builders are generally made with a term not to exceed
twelve months. Interest-only payments are required during the construction
period, which is typically six to twelve months. Peoples generally limits the
number of unsold homes under construction to its builders. This number is
dependent on the reputation of the builder, the present exposure of the builder,
the location of the property and the financial strength of the builder. In
addition, loans made to borrowers to construct their homes are originated at one
closing as a construction/permanent loan.

         Peoples also originates loans for the construction of commercial real
estate such as small office buildings and warehouses. These loans are typically
originated as construction/permanent loans with interest only payments during
the construction period and converting to a permanent loan at the end of the
construction period. These loans are generally made with a construction term of
12 months. The loan to value ratio is generally limited to 75% on these loans on
an as completed basis. At September 30, 2002, nonresidential construction loans
amounted to $17.8 million, or 3.5% of the net loan portfolio.

         Prior to making a commitment to fund a construction loan, Peoples
requires an appraisal of the property. Peoples' also reviews and inspects each
project at the commencement of construction and prior to every disbursement of
funds during the term of the construction loan. Loan proceeds are disbursed
after inspections of the project based on a percentage of completion.

         Construction lending is generally considered to involve a higher degree
of risk of loss than long-term financing on improved, owner-occupied real estate
because of the uncertainties of construction, including the possibility of costs
exceeding the initial estimates and the need to obtain a tenant or purchaser if
the property will not be owner-occupied. Peoples generally attempts to mitigate
the risks associated with construction lending by, among other things, lending
in its market area, using conservative underwriting guidelines, and monitoring
the construction process.

         Commercial Loans. Peoples' commercial loans consist primarily of
unsecured lines of credit. At September 30, 2002, commercial loans amounted to
$21.3 million, or 4.2% of Peoples' net loan portfolio, compared to $9.8 million,
or 2.6% of the net loan portfolio at September 30, 2001.

         Consumer Loans. Peoples' consumer and other loans consist of loans
secured by deposit accounts, automobiles and stock. At September 30, 2002,
consumer and other loans amounted to $4.3 million, or 0.8% of Peoples' net loan
portfolio, compared to $1.9 million, or 0.5% of Peoples' net loan portfolio as
of September 30, 2001.

         Loan Origination and Other Fees. In addition to interest earned on
loans, Peoples receives loan origination fees or "points" for originating loans.
Loan points are a percentage of the principal amount of the mortgage loan and


                                       8
<PAGE>

are charged to the borrower in connection with the origination of the loan. In
accordance with Statement of Financial Accounting Standards No. 91, loan
origination fees and certain related direct loan origination costs are offset,
and the resulting net amount is deferred and amortized as interest income over
the contractual life of the related loans as an adjustment to the yield of such
loans. At September 30, 2002, Peoples had $2.0 million of deferred loan fees
compared to $1.4 million of deferred loan fees at September 30, 2001.

         Contractual Principal Repayments and Interest Rates. The following
table sets forth scheduled contractual amortization of Peoples' loans at
September 30, 2002 as well as the dollar amount of such loans which are
scheduled to mature after one year which have fixed or adjustable interest
rates. Demand loans, loans having no schedule of repayments and no stated
maturity and overdraft loans are reported as due in one year or less.

<TABLE>
<CAPTION>
                                                             Principal Repayments Contractually Due
                                                                 in Year(s) Ended September 30,
                                                                                                                  Total at
                                                                       2006-      2008-      2014-    There-    September 30,
                                      2003       2004       2005       2007       2013       2018      after        2002
                                                                         (In Thousands)
<S>                                   <C>         <C>       <C>       <C>        <C>         <C>        <C>         <C>
Mortgage loans:
  Single-family residential        $ 6,730    $ 7,225    $ 7,758    $17,272  $  69,325    $70,504   $117,480     $296,294
  Multi-family residential           1,082      1,166      1,258      2,819     11,523     14,505     24,627       56,980
  Commercial real estate and land    6,831      7,387      7,989     17,980     47,842         -          -        88,029
  Construction loans                47,781     38,652      3,569         -          -          -          -        90,002
Commercial loans                     5,068      5,488      5,944      4,780         -          -          -        21,280
Consumer loans                       2,504      1,761         -          -          -          -          -         4,265
                                    ------     ------     ------     ------    -------     ------    -------      -------

         Total (1)                 $69,996    $61,679    $26,518    $42,851   $128,690    $85,009   $142,107     $556,850
                                    ======     ======     ======     ======    =======     ======    =======      =======
</TABLE>



(1)  Of the $486.9 million of loan principal  payments  contractually  due after
     September 30, 2003,  $191.4 million have fixed rates of interest and $295.5
     million have adjustable rates of interest.

         Scheduled contractual maturities of loans do not necessarily reflect
the actual expected term of the loan portfolio. The average life of mortgage
loans is substantially less than their average contractual terms because of
prepayments. The average life of mortgage loans tends to increase when current
mortgage loan rates are higher than rates on existing mortgage loans and,
conversely, decrease when rates on current mortgage loans are lower than
existing mortgage loan rates (due to refinancing of adjustable-rate and
fixed-rate loans at lower rates). Under the latter circumstance, the
weighted-average yield on loans decreases as higher yielding loans are repaid or
refinanced at lower rates.

Asset Quality

         General. Peoples mails delinquent notices to borrowers when a borrower
fails to make a required payment within 15 days of the date due. Additional
notices begin when a loan becomes 30 days past due. If a loan becomes 60 days
past due, Peoples refers it to an attorney to commence foreclosure. In most
cases, deficiencies are cured promptly. While Peoples generally prefers to work
with borrowers to resolve such problems, Peoples will institute foreclosure or
other collection proceedings when necessary to minimize any potential loss.

         Loans are placed on non-accrual status when management believes the
probability of collection of interest is insufficient to warrant further
accrual. When a loan is placed on non-accrual status, previously accrued but
unpaid interest is deducted from interest income. As a matter of policy, Peoples
generally discontinues the accrual of interest income when the loan becomes 90
days past due as to principal or interest.




                                       9
<PAGE>


         Real estate acquired by Peoples as a result of foreclosure or by
deed-in-lieu of foreclosure is classified as real estate owned until sold.
Peoples had real estate owned of $97,000 and $110,000 at September 30, 2002 and
2000, respectively. There was no real estate owned at September 30, 2001.

         Delinquent Loans. The following table sets forth information concerning
delinquent mortgage loans at the dates indicated, in dollar amounts and as a
percentage of each category of Peoples' loan portfolio. The amounts presented
represent the total outstanding principal balances of the related loans, rather
than the actual payment amounts which are past due.

<TABLE>
<CAPTION>
                                                                         At September 30,
                                                  2002                         2001                       2000
                                               60-89 Days                   60-89 Days                 60-89 Days
                                               Delinquent                   Delinquent                 Delinquent
                                                         Percent                     Percent                  Percent
                                                         of Loan                     of Loan                  of Loan
                                           Amount       Category       Amount       Category        Amount    Category
                                                                     (Dollars in Thousands)
<S>                                          <C>            <C>         <C>           <C>             <C>         <C>
Mortgage loans:
  Single-family                            $3,027          1.02%       $1,904         .79%          $1,486        .97%
  Multi-family                                112           .20%           -          -  %             124       1.38%
  Commercial real estate and land             198           .22%          232         .35%              -          - %
                                            -----                       -----                        -----

         Total                             $3,337           .66%       $2,136         .57%          $1,610        .82%
                                            =====                       =====                        =====
</TABLE>












































                                       10
<PAGE>

         Non-Performing Assets. The following table sets forth information with
respect to non-performing assets identified by Peoples, including non-accrual
loans, loans more than 90 days past due and still accruing interest and other
real estate owned.
<TABLE>
<CAPTION>
                                                                                     At September 30,
                                                                 2002         2001         2000         1999         1998
                                                                                  (Dollars in Thousands)
<S>                                                               <C>          <C>         <C>          <C>          <C>
Loans past due 90 days or more and still accruing:
  Single-family residential                                    $   -          $ -        $   -        $  223         $147
  Commercial real estate and land                                  -            -            -           166           -
                                                                -----          ---        -----        -----          ---
         Total                                                     -            -            -           389          147

Non-accrual loans:
  Single-family residential                                     1,274          783        1,062          690          557
  Multi-family residential                                      3,217           -           194           -            -
  Commercial real estate and land                                 232           -            -            -            -
  Construction loans                                            2,769           -            -            -            -
  Commercial loans                                                 -            -            -            -            -
  Consumer loans                                                   -            -            -            -            -
                                                                -----          ---        -----        -----          ---
         Total non-accruing loans                               7,492          783        1,256          690          557
                                                                -----          ---        -----        -----          ---

         Total non-performing loans                             7,492          783        1,256        1,079          704

Other real estate owned, net                                       97           -           110           -            -
                                                                -----          ---        -----        -----          ---

         Total non-performing assets                           $7,589         $783       $1,366       $1,079         $704
                                                                =====          ===        =====        =====          ===

Non-performing assets to total assets                           1.30%        0.19%         0.43%        1.01%        0.66%
Non-performing loans to total loans-net                         1.49%        0.21%         0.64%        1.09%        0.75%
</TABLE>

         The $6.7 million increase in nonperforming loans resulted primarily
from a $3.5 million loan concentration consisting mostly of a series of
construction loans to a financially troubled builder. Additionally, the increase
in nonperforming loans resulted from a $3.2 million multi-family real estate
loan. Management has considered these loan concentrations as a part of its
overall evaluation of the adequacy of the Company's allowance for loan losses.

         If the $7.5 million of non-accruing and nonperforming loans of Peoples
had been current in accordance with their terms during fiscal 2002, the gross
income on such loans would have been approximately $602,000. A total of
approximately $259,000 of interest income was actually recorded by Peoples on
such loans in the fiscal year ended September 30, 2002.

         Classified Assets. Federal regulations require that each insured
savings institution classify its assets on a regular basis. In addition, in
connection with examinations of insured institutions, federal examiners have
authority to identify problem assets and, if appropriate, classify them. There
are three classifications for problem assets: "substandard," "doubtful" and
"loss." Substandard assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a higher
possibility of loss. An asset classified loss is considered uncollectible and of
such little value that continuance as an asset of the institution is not
warranted. Another category designated "special mention" also must be
established and maintained for assets which do not currently expose an insured
institution to a sufficient degree of risk to warrant classification as
substandard, doubtful or loss. Assets classified as substandard or doubtful may
require the institution to establish general allowances for loan losses. If an
asset or portion thereof is classified loss, the insured institution must either
establish specific allowances for loan losses in the amount of 100% of the
portion of the asset classified loss, or charge-off such amount. General loss
allowances established to cover possible losses related to assets classified




                                       11
<PAGE>

substandard or doubtful may be included in determining an institution's
regulatory capital, while specific valuation allowances for loan losses do not
qualify as regulatory capital. Federal examiners may disagree with an insured
institution's classifications and amounts reserved.

         Peoples' total classified assets at September 30, 2002 amounted to
$11.6 million, of which $9.7 million and $1.9 million were classified as
substandard and special mention, respectively. The largest classified asset at
September 30, 2002 consisted of a $3.2 million multi-family loan which was
classified as substandard due to its delinquent status. The remaining $8.4
million of classified assets at September 30, 2002 consisted of approximately
$7.7 million of residential real estate loans and $675,000 of commercial real
estate and land loans.

         Allowance for Loan Losses. The allocation of the loan loss reserve
based on particular types of loans at September 30, 2002 and 2001 was as
follows:

<TABLE>
<CAPTION>
                                                                   2002                              2001
                                                                       Percent of                         Percent of
                                                          Balance      total loans           Balance      total loans
                                                                           (Dollars in thousands)
<S>                                                         <C>             <C>                <C>             <C>
Single family residential                                 $  954           53.2%             $  690            63.7%
Multi-family residential                                   1,015           10.2                 469             9.5
Commercial real estate and land                            1,428           15.8                 999            17.2
Construction loans                                         1,729           16.2                 281             6.9
Commercial loans                                           2,452            3.8               1,189             2.3
Consumer loans                                                78             .8                  34              .4
                                                           -----          -----               -----           -----

                                                          $7,656          100.0%             $3,662           100.0%
                                                           =====          =====               =====           =====
</TABLE>

Prior to fiscal 2001, the loan portfolio of Peoples Bancorp consisted primarily
of residential mortgage loans. Due to the predominance of residential mortgage
loans, Peoples Bancorp did not allocate its respective allowance for loan losses
to particular types of loans in years prior to fiscal 2001.

The loan loss allowance is maintained by management at a level considered
sufficient to cover estimated losses inherent in the existing portfolio based on
prior loan loss experience, known and probable risks in the portfolio, adverse
situations that may affect the borrower's ability to repay, the estimated value
of any underlying collateral, general economic conditions, and other factors and
estimates which are subject to change over time. Peoples increased its allowance
for loan losses in fiscal 2002 by recording a $5.3 million provision for losses
on loans due to an increase in the volume of loans, as well as changes in the
composition of the loan portfolio and an increase in the level of nonperforming
loans. The change in the composition of the loan portfolio included increases in
multi-family residential loans, commercial real estate and land loans,
construction loans and unsecured commercial lines of credit, which are generally
considered to involve a higher degree of risk than single-family residential
lending. The allowance for loan losses was further increased by $276,000 as a
result of the acquisition of Kenwood. Peoples intends to continue to increase
its allowance for loan losses as its loan portfolio increases and the
composition of the portfolio changes. While management believes that it
determines the size of the allowance based on the best information available at
the time, the allowance will need to be adjusted as circumstances change and
assumptions are updated. Future adjustments to the allowance could significantly
affect net earnings.
























                                       12
<PAGE>


         The following table sets forth the activity in Peoples' allowance for
loan losses during the periods indicated.
<TABLE>
<CAPTION>
                                                                                Year Ended September 30,
                                                              2002          2001         2000         1999         1998
                                                                                 (Dollars in Thousands)
<S>                                                           <C>            <C>          <C>         <C>          <C>
Allowance at beginning of period                            $3,662        $  762         $415         $240         $207
Increase due to Harvest Home Financial acquisition              -             -           195           -            -
Increase due to Market acquisition                              -            451           -            -            -
Increase due to Kenwood acquisition                            276            -            -            -            -
Provision for losses on loans                                5,265         2,449          156          175           48
Charge-offs:
  Single-family residential                                     -             -            (4)          -           (15)
  Multi-family residential                                      -             -            -            -            -
  Commercial real estate and land                               -             -            -            -            -
  Construction                                                  -             -            -            -            -
  Commercial                                                (1,547)           -            -            -            -
  Consumer and other loans                                      -             -            -            -            -
                                                             -----         -----          ---          ---          ---
         Total charge-offs                                  (1,547)           -            (4)          -           (15)
Recoveries:
  Single-family residential                                     -             -            -            -            -
  Multi-family residential                                      -             -            -            -            -
  Commercial real estate and land                               -             -            -            -            -
  Construction                                                  -             -            -            -            -
  Commercial                                                    -             -            -            -            -
  Consumer and other loans                                      -             -            -            -            -
                                                             -----         -----          ---          ---          ---
         Total recoveries                                       -             -            -            -            -
Net loans charged-off to allowance for loan losses          (1,547)           -            (4)          -           (15)
                                                             -----         -----          ---          ---          ---

Allowance at end of period                                  $7,656        $3,662         $762         $415         $240
                                                             =====         =====          ===          ===          ===

Allowance for loan losses to total nonperforming loans
  at end of period                                          102.19%      467.69%       60.67%        38.46%       34.09%

Allowance for loan losses to total loans at end of period     1.37%        0.87%        0.36%         0.42%        0.26%
</TABLE>


Investment Securities

         Peoples has authority to invest in various types of securities,
including mortgage-backed securities, United States Treasury obligations,
securities of various federal agencies and of state and municipal governments,
certificates of deposit at federally-insured banks and savings institutions,
certain bankers' acceptances and federal funds. Each significant purchase of an
investment security is approved by the Board of Directors.















                                       13
<PAGE>


         The following table sets forth information regarding the carrying value
and fair value of Peoples' securities at the dates indicated.

<TABLE>
<CAPTION>
                                                                            September 30,
                                                      2002                       2001                       2000
                                            Amortized       Fair       Amortized         Fair      Amortized       Fair
                                                 Cost      Value            Cost        Value           Cost      Value
                                                                           (In Thousands)
<S>                                             <C>         <C>            <C>           <C>           <C>        <C>
Available for sale:
  Mortgage-backed securities                  $18,479    $18,763          $   -        $   -        $ 93,943   $ 94,050
  U.S. Government and agency
    obligations                                    -          -               -            -           6,169      6,166
  FHLMC stock                                   1,391      1,199           1,391        1,364             48      2,045
  Other equity securities                          29         32              -            -              -          -
                                               ------     ------           -----        -----        -------    -------

         Total                                $19,899    $19,994          $1,391       $1,364       $100,160   $102,261
                                               ======     ======           =====        =====        =======    =======

Required investment:
  Federal Home Loan Bank stock                $ 9,907    $ 9,907          $7,880       $7,880       $  6,852   $  6,852
                                               ======     ======           =====        =====        =======    =======
</TABLE>

         The following table sets forth the activity in Peoples' aggregate
securities portfolio during the periods indicated.

<TABLE>
<CAPTION>
                                                                                        Year Ended September 30,
                                                                                    2002            2001           2000
                                                                                             (In Thousands)
<S>                                                                                <C>            <C>             <C>
Securities at beginning of period                                                $ 9,244        $109,113       $  5,856
Purchases (1)                                                                     21,664             528         66,591
Sales of available for sale securities                                            (3,523)        (71,181)        (2,103)
Amortization of premiums and discounts                                              (264)            436            552
Repayments, prepayments and maturities                                            (1,730)        (37,112)       (14,305)
Securities acquired through acquisition - net                                      4,386           9,589         52,316
Increase (decrease) in unrealized gains on
  available-for-sale securities                                                      124          (2,129)           206
                                                                                  ------         -------        -------

Securities at end of period (2)                                                  $29,901        $  9,244       $109,113
                                                                                  ======         =======        =======
</TABLE>



(1)  Includes  increases  in Federal  Home Loan Bank stock  from  purchases  and
     dividends.

(2)  At  September  30,  2002,  $18.8  million or 62.8% of  Peoples'  securities
     portfolio  consisted of adjustable rate securities.  At September 30, 2001,
     Peoples had no adjustable  rate  securities.  At September 30, 2000,  $89.9
     million, or 82.4% of Peoples' securities  portfolio consisted of adjustable
     rate securities.

















                                       14
<PAGE>



The following table sets forth certain information regarding the maturities of
Peoples' investment and mortgage-backed securities at September 30, 2002.
<TABLE>
<CAPTION>
                                                                  Contractually Maturing
                                              Weighted              Weighted              Weighted                Weighted
                                     Under 1   Average       1-5     Average      6-10     Average     Over 10     Average
                                      Year      Yield       Years     Yield       Years     Yield       Years       Yield
                                                                  (Dollars in Thousands)
<S>                                   <C>        <C>         <C>        <C>        <C>       <C>         <C>        <C>
Mortgage-backed securities          $   -          - %      $ -          - %      $ -          - %     $18,763       5.00%
Equity securities                       32         -          -          -          -          -            -          -
Federal Home Loan Mortgage
  Corporation stock                  1,199       1.45         -          -          -          -            -          -
                                     -----       ----        ---        ---        ---        ---       ------       ----
                                    $1,231       1.45%      $ -          - %      $ -          - %     $18,763       5.00%
                                     =====       ====        ===        ===        ===        ===       ======       ====
</TABLE>

         Mortgage-backed securities represent a participation interest in a pool
of one- to four-family or multi-family mortgages. The mortgage originators use
intermediaries (generally U.S. Government agencies and government-sponsored
enterprises) to pool and repackage the participation interests in the form of
securities, with investors receiving the principal and interest payments on the
mortgages. Such U.S. Government agencies and government-sponsored enterprises
guarantee the payment of principal and interest to investors.

         Mortgage-backed securities are typically issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
underlying pool of mortgages, i.e., fixed-rate or adjustable-rate, as well as
prepayment risk, are passed on to the certificate holder. The life of a
mortgage-backed pass-through security approximates the life of the underlying
mortgages.

         The mortgage-backed securities of Peoples may consist of Government
National Mortgage Association ("Ginnie Mae"), Federal Home Loan Mortgage
Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA")
securities. Ginnie Mae is a government agency within the Department of Housing
and Urban Development which is intended to help finance government-assisted
housing programs. Ginnie Mae securities are backed by loans insured by the
Federal Housing Administration, or guaranteed by the Veterans Administration,
and the timely payment of principal and interest on Ginnie Mae securities are
guaranteed by Ginnie Mae and backed by the full faith and credit of the U.S.
Government.

         Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which offer nominal credit risk. In addition, mortgage-backed
securities are more liquid than individual mortgage loans and may be used to
collateralize borrowings or other obligations of Peoples. At September 30, 2002,
Peoples had mortgage-backed securities with a fair value totaling $18.8 million.

Sources of Funds

         General. Deposits are the primary source of Peoples' funds for lending
and other investment purposes. In addition to deposits, principal and interest
payments on loans and mortgage-backed securities are a source of funds. Loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows are significantly influenced by general interest rates and money market
conditions. Borrowings may also be used on a short-term basis to compensate for
reductions in the availability of funds from other sources and on a longer-term
basis for general business purposes.

         Deposits. Deposits are attracted by Peoples principally from within its
primary market area. Deposit account terms vary, with the principal differences
being the minimum balance required, the time periods the funds must remain on
deposit and the interest rate. Peoples offers traditional passbook savings
accounts, money market accounts, checking accounts and certificates of deposit.

         Peoples obtains deposits primarily from residents of southwestern Ohio.
Peoples has not solicited deposits from outside Ohio or paid fees to brokers to
solicit funds for deposit.



                                       15
<PAGE>

         Interest rates paid, maturity terms, service fees and withdrawal
penalties are established on a periodic basis. Management determines the rates
and terms based on rates paid by competitors, the need for funds or liquidity,
growth goals and federal and state regulations.

         The following table sets forth the activity in Peoples deposits during
the periods indicated.

<TABLE>
<CAPTION>
                                                                                         Year Ended September 30,
                                                                                    2002            2001           2000
                                                                                              (In Thousands)
<S>                                                                                 <C>             <C>            <C>
Beginning balance                                                               $233,063        $151,353       $ 91,018

Net increase before interest credited                                            125,999          72,117         54,384
Interest credited                                                                 10,018           9,593          5,951
                                                                                 -------         -------        -------

Net increase in deposits (including acquisitions)                                136,017          81,710         60,335
                                                                                 -------         -------        -------

Ending balance                                                                  $369,080        $233,063       $151,353
                                                                                 =======         =======        =======
</TABLE>

         The following table sets forth by various interest rate categories the
certificates of deposit with Peoples at the dates indicated.

<TABLE>
<CAPTION>
                                                                                              September 30,
                                                                                    2002            2001           2000
                                                                                             (In Thousands)
<S>                                                                                <C>            <C>            <C>
0.00% to 2.99%                                                                  $ 69,445        $     -        $     -
3.00% to 3.99%                                                                    62,981           2,232             -
4.00% to 4.99%                                                                    53,175          58,763          4,300
5.00% to 6.99%                                                                    43,266          95,008         93,195
7.00% to 8.99%                                                                       460           9,835          9,561
                                                                                 -------         -------        -------

         Total                                                                  $229,327        $165,838       $107,056
                                                                                 =======         =======        =======
</TABLE>

         The following table sets forth the amount and remaining maturities of
Peoples certificates of deposit at September 30, 2002.

<TABLE>
<CAPTION>
                                                                  Over Six       Over One       Over Two
                                                                   Months          Year           Years
                                                     Six           Through        Through        Through          Over
                                                   Months            One            Two           Three           Three
                                                  And Less          Year           Years          Years           Years
                                                                             (In Thousands)
<S>                                                 <C>             <C>            <C>             <C>            <C>
0.00% to 2.99%                                     $45,094        $22,567        $ 1,784         $    -         $    -
3.00% to 3.99%                                      22,028          7,309         29,235           4,321             88
4.00% to 4.99%                                       8,611          2,377          5,306          12,689         24,194
5.00% to 6.99%                                       9,261          6,260          7,209           5,923         14,611
7.00% to 8.99%                                          -              43            417              -              -
                                                    ------         ------         ------          ------         ------

         Total                                     $84,994        $38,556        $43,951         $22,933        $38,893
                                                    ======         ======         ======          ======         ======
</TABLE>





                                       16
<PAGE>


         As of September 30, 2002, the aggregate amount of outstanding
certificates of deposit at Peoples, in amounts greater than $100,000, was
approximately $55.2 million. The following table presents the maturity of these
certificates of deposit at such date.
<TABLE>
<CAPTION>

                                                                      September 30, 2002
                                                                        (In Thousands)
<S>                                                                            <C>
3 months or less                                                               $11,686
Over 3 months through 6 months                                                   8,042
Over 6 months through 12 months                                                 11,760
Over 12 months                                                                  23,702
                                                                                ------

                                                                               $55,190
                                                                                ======
</TABLE>

         The following table sets forth the dollar amount of deposits in various
types of deposits offered by Peoples at the dates indicated.

<TABLE>
<CAPTION>
                                                                         At September 30,
                                                2002                           2001                        2000
                                         Amount      Percentage        Amount       Percentage      Amount      Percentage
                                                                      (Dollars in Thousands)
<S>                                       <C>           <C>             <C>             <C>           <C>            <C>
Non-interest checking accounts         $  6,075          1.65%       $  7,552          3.24%      $    -             - %
Savings and checking accounts           104,413         28.29          32,082         13.77         19,787        13.07
Certificates of deposit                 229,327         62.13         165,838         71.15        107,056        70.73
Money market accounts                    29,265          7.93          27,591         11.84         24,510        16.20
                                        -------        ------         -------        ------        -------       ------

         Total                         $369,080        100.00%       $233,063        100.00%      $151,353       100.00%
                                        =======        ======         =======        ======        =======       ======
</TABLE>


         Peoples attempts to control the flow of deposits by pricing its
accounts to remain generally competitive with other financial institutions in
its market area.


         Borrowings. Peoples may obtain advances from the Federal Home Loan Bank
of Cincinnati upon the security of the common stock Peoples owns in that bank
and certain of its residential mortgage loans and mortgage-backed securities,
provided certain standards related to creditworthiness have been met. These
advances are made pursuant to several credit programs, each of which has its own
interest rate and range of maturities. Federal Home Loan Bank advances are
generally available to meet seasonal and other withdrawals of deposit accounts
and to permit increased lending. As of September 30, 2002, Peoples was permitted
to borrow up to $198.2 million from the Federal Home Loan Bank of Cincinnati.

         Also, Peoples has a 2 year line of credit with another financial
institution for $10 million. As of September 30, 2002, Peoples had drawn
$450,000 on this line of credit.

















                                       17
<PAGE>



         The following table shows certain information regarding the borrowings
of Peoples at or for the dates indicated:

<TABLE>
<CAPTION>
                                                                                                   At or for the Year
                                                                                                   Ended September 30,
                                                                                                 2002              2001
                                                                                                 (Dollars in Thousands)
<S>                                                                                             <C>               <C>
Federal Home Loan Bank advances:
  Average balance outstanding                                                                $152,995          $129,923
  Maximum amount outstanding at any month-end during the period                              $180,489          $140,000
  Balance outstanding at end of period                                                       $152,500          $140,000
  Average interest rate during the period                                                        2.86%             5.05%
  Weighted-average interest rate at end of period                                                3.93%             3.31%

Line of Credit:
  Average balance outstanding                                                                $    113          $   -
  Maximum amount outstanding at any month-end during the period                              $    450              -
  Balance outstanding at end of period                                                       $    450              -
  Average interest rate during the period                                                        3.55%             -
  Weighted-average interest rate at end of period                                                3.31%             -

</TABLE>

Subsidiaries

     At September 30, 2002, other than the Bank and Peoples Bancorp Capital
     Trust I, Peoples did not have any direct unconsolidated subsidiaries.

Total Employees

     Peoples had 88 full-time employees and 8 part-time employees at September
30, 2002. None of these employees are represented by a collective bargaining
agent, and Peoples believes that it enjoys good relations with its personnel.

Competition

     Peoples faces significant competition both in attracting deposits and in
making loans. Its most direct competition for deposits has come historically
from commercial banks, credit unions and other savings institutions located in
its primary market area, including many large financial institutions which have
greater financial and marketing resources available to them. In addition, it
faces significant competition for investors' funds from short-term money market
securities, mutual funds and other corporate and government securities. Peoples
does not rely upon any individual group or entity for a material portion of its
deposits. The ability of Peoples to attract and retain deposits depends on its
ability to generally provide a rate of return, liquidity and risk comparable to
that offered by competing investment opportunities.

         Peoples' competition for real estate loans comes principally from
mortgage banking companies, commercial banks, other savings institutions and
credit unions. It competes for loan originations primarily through the interest
rates and loan fees it charges, and the efficiency and quality of services it
provides borrowers. Factors which affect competition include general and local
economic conditions, current interest rate levels and volatility in the mortgage
markets. Competition may increase as a result of the continuing reduction of
restrictions on the interstate operations of financial institutions and the
anticipated slowing of refinancing activity.













                                       18
<PAGE>


                                   REGULATION

         The following is a summary of certain statutes and regulations
affecting Peoples and the Bank. This summary is qualified in its entirety by
such statutes and regulations. A change in applicable laws or regulations may
have a material effect on Peoples, the Bank and the business of Peoples and the
Bank.

General

         Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of Peoples and the Bank can be affected not only by management
decisions and general economic conditions, but also by the statutes administered
by, and the regulations and policies of, various governmental regulatory
authorities. Those authorities include, but are not limited to, the Office of
Thrift Supervision, the Federal Reserve Board, the FDIC, the Internal Revenue
Service, and state taxing authorities. The effect of such statutes, regulations
and policies can be significant, and cannot be predicted with a high degree of
certainty.

         Federal and state laws and regulations generally applicable to
financial institutions and their holding companies regulate, among other things,
the scope of business, investments, reserves against deposits, capital levels
relative to operations, lending activities and practices, the nature and amount
of collateral for loans, the establishment of branches, mergers, consolidations
and dividends. The system of supervision and regulation applicable to Peoples
and the Bank establishes a comprehensive framework for their respective
operations and is intended primarily for the protection of the FDIC's deposit
insurance funds, the depositors of the Bank and the public, rather than
shareholders of the Bank or Peoples.

         Federal law and regulations establish supervisory standards applicable
to the lending activities of the Bank, including internal controls, credit
underwriting, loan documentation and loan-to-value ratios for loans secured by
real property.

Peoples Community Bancorp

         Holding Company Acquisitions. Peoples is a registered savings and loan
holding company within the meaning of Section 10 of the Home Owners' Loan Act,
and is subject to Office of Thrift Supervision examination and supervision as
well as certain reporting requirements. Federal law generally prohibits a
savings and loan holding company, without prior Office of Thrift Supervision
approval, from acquiring the ownership or control of any other savings
institution or savings and loan holding company, or all, or substantially all,
of the assets or more than 5% of the voting shares thereof. These provisions
also prohibit, among other things, any director or officer of a savings and loan
holding company, or any individual who owns or controls more than 25% of the
voting shares of such holding company, from acquiring control of any savings
institution not a subsidiary of such savings and loan holding company, unless
the acquisition is approved by the Office of Thrift Supervision.

         Holding Company Activities. Peoples operates as a unitary savings and
loan holding company. The activities of Peoples and its non-savings institution
subsidiaries are restricted to activities traditionally permitted to multiple
savings and loan holding companies and to financial holding companies under
newly added provisions of the Bank Holding Company Act. Multiple savings and
loan holding companies may:

     o    furnish  or  perform  management  services  for a savings  association
          subsidiary of a savings and loan holding company;

     o    hold,  manage or  liquidate  assets  owned or acquired  from a savings
          association subsidiary of a savings and loan holding company;

     o    hold or manage  properties  used or occupied by a savings  association
          subsidiary of a savings and loan holding company;



                                       19
<PAGE>


     o    engage in activities  determined by the Federal  Reserve to be closely
          related to banking and a proper incident thereto; and

     o    engage in services and activities previously determined by the Federal
          Home Loan Bank Board by  regulation to be  permissible  for a multiple
          savings and loan holding company as of March 5, 1987.

     The  activities financial holding companies may engage in include:

     o    lending,   exchanging,   transferring  or  investing  for  others,  or
          safeguarding money or securities;

     o    insuring,  guaranteeing or indemnifying others, issuing annuities, and
          acting as principal, agent or broker for purposes of the foregoing;

     o    providing   financial,   investment  or  economic  advisory  services,
          including advising an investment company;

     o    issuing or selling  interests in pooled  assets that a bank could hold
          directly;

     o    underwriting, dealing in or making a market in securities; and

     o    merchant banking activities.

         If the Office of Thrift Supervision determines that there is reasonable
cause to believe that the continuation by a savings and loan holding company of
an activity constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings institution, the Office of Thrift
Supervision may impose such restrictions as deemed necessary to address such
risk. These restrictions include limiting the following:

     o    the payment of dividends by the savings institution;
     o    transactions between the savings institution and its affiliates; and
     o    any activities of the savings  institution that might create a serious
          risk that the  liabilities  of the holding  company and its affiliates
          may be imposed on the savings institution.

         Every savings institution subsidiary of a savings and loan holding
company is required to give the Office of Thrift Supervision at least 30 days'
advance notice of any proposed dividends to be made on its guarantee, permanent
or other non-withdrawable stock, or else such dividend will be invalid. See
"Peoples Community Bank - Capital Distributions."

         Restrictions on Transactions With Affiliates. Transactions between a
savings institution and its "affiliates" are subject to quantitative and
qualitative restrictions under Sections 23A and 23B of the Federal Reserve Act
and Office of Thrift Supervision regulations. Affiliates of a savings
institution generally include, among other entities, the savings institution's
holding company and companies that are controlled by or under common control
with the savings institution.

         In general, a savings institution or its subsidiaries may engage in
certain "covered transactions" with affiliates up to certain limits. In
addition, a savings institution and its subsidiaries may engage in covered
transactions and certain other transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings institution or its subsidiary, as those prevailing at the time for
comparable transactions with nonaffiliated companies. A "covered transaction" is
defined to include a loan or extension of credit to an affiliate; a purchase of
investment securities issued by an affiliate; a purchase of assets from an
affiliate, with certain exceptions; the acceptance of securities issued by an
affiliate as collateral for a loan or extension of credit to any party; or the
issuance of a guarantee, acceptance or letter of credit on behalf of an
affiliate. In addition, a savings institution may not:

     o    make  a loan  or  extension  of  credit  to an  affiliate  unless  the
          affiliate is engaged only in activities  permissible  for bank holding
          companies;

     o    purchase or invest in securities of an affiliate  other than shares of
          a subsidiary;



                                       20
<PAGE>


     o    purchase a low-quality asset from an affiliate; or

     o    engage in covered  transactions and certain other transactions between
          a savings  institution or its  subsidiaries and an affiliate except on
          terms and conditions  that are consistent  with safe and sound banking
          practices.

         With certain exceptions, each loan or extension of credit by a savings
institution to an affiliate must be secured by collateral with a market value
ranging from 100% to 130% (depending on the type of collateral) of the amount of
the loan or extension of credit.

         Federal Securities Laws. Peoples registered its common stock with the
Securities and Exchange Commission under Section 12(g) of the Securities
Exchange Act of 1934. Peoples is subject to the proxy and tender offer rules,
insider trading reporting requirements and restrictions, and certain other
requirements under the Exchange Act. Pursuant to Office of Thrift Supervision
regulations and the Plan of Conversion, Peoples has agreed to maintain such
registration for a minimum of three years following the conversion in March
2000.

         Sarbanes-Oxley Act of 2002. On July 30, 2002, the President signed into
law the Sarbanes-Oxley Act of 2002 implementing legislative reforms intended to
address corporate and accounting fraud. In addition to the establishment of a
new accounting oversight board which will enforce auditing, quality control and
independence standards and will be funded by fees from all publicly traded
companies, the bill restricts provision of both auditing and consulting services
by accounting firms. To ensure auditor independence, any non-audit services
being provided to an audit client will require preapproval by the company's
audit committee members. In addition, the audit partners must be rotated. The
bill requires chief executive officers and chief financial officers, or their
equivalent, to certify to the accuracy of periodic reports filed with the SEC,
subject to civil and criminal penalties if they knowingly or willfully violate
this certification requirement. In addition, under the Act, counsel will be
required to report evidence of a material violation of the securities laws or a
breach of fiduciary duty by a company to its chief executive officer or its
chief legal officer, and, if such officer does not appropriately respond, to
report such evidence to the audit committee or other similar committee of the
board of directors or the board itself.

         Longer prison terms and increased penalties will also be applied to
corporate executives who violate federal securities laws, the period during
which certain types of suits can be brought against a company or its officers
has been extended, and bonuses issued to top executives prior to restatement of
a company's financial statements are now subject to disgorgement if such
restatement was due to corporate misconduct. Executives are also prohibited from
insider trading during retirement plan "blackout" periods, and loans to company
executives are restricted. In addition, a provision directs that civil penalties
levied by the SEC as a result of any judicial or administrative action under the
Act be deposited to a fund for the benefit of harmed investors. The Federal
Accounts for Investor Restitution ("FAIR") provision also requires the SEC to
develop methods of improving collection rates. The legislation accelerates the
time frame for disclosures by public companies, as they must immediately
disclose any material changes in their financial condition or operations.
Directors and executive officers must also provide information for most changes
in ownership in a company's securities within two business days of the change.

         The Act also increases the oversight of, and codifies certain
requirements relating to audit committees of public companies and how they
interact with the company's "registered public accounting firm" ("RPAF"). Audit
committee members must be independent and are barred from accepting consulting,
advisory or other compensatory fees from the issuer. In addition, companies must
disclose whether at least one member of the committee is a "financial expert"
(as such term will be defined by the SEC) and if not, why not. Under the Act, a
RPAF is prohibited from performing statutorily mandated audit services for a
company if such company's chief executive officer, chief financial officer,
comptroller, chief accounting officer or any person serving in equivalent
positions has been employed by such firm and participated in the audit of such
company during the one-year period preceding the audit initiation date. The Act
also prohibits any officer or director of a company or any other person acting
under their direction from taking any action to fraudulently influence, coerce,
manipulate or mislead any independent public or certified accountant engaged in
the audit of the company's financial statements for the purpose of rendering the
financial statement's materially misleading. The Act also requires the








                                       21
<PAGE>


SEC to prescribe rules requiring inclusion of an internal control report and
assessment by management in the annual report to stockholders. The Act requires
the RPAF that issues the audit report to attest to and report on management's
assessment of the company's internal controls. In addition, the Act requires
that each financial report required to be prepared in accordance with (or
reconciled to) accounting principles generally accepted in the United States of
America and filed with the SEC reflect all material correcting adjustments that
are identified by a RPAF in accordance with accounting principles generally
accepted in the United States of America and the rules and regulations of the
SEC.


Peoples Community Bank

         General. The Bank is a federally chartered stock savings bank. The
Office of Thrift Supervision is the chartering authority and primary federal
regulator of the Bank. The Office of Thrift Supervision has extensive authority
over the operations of federally chartered savings institutions. As part of this
authority, federally chartered savings institutions are required to file
periodic reports with the Office of Thrift Supervision and are subject to
periodic examinations by the Office of Thrift Supervision and the FDIC. The Bank
also is subject to regulation and examination by the FDIC and to requirements
established by the Federal Reserve Board. The investment and lending authority
of savings institutions are prescribed by federal laws and regulations, and such
institutions are prohibited from engaging in any activities not permitted by
such laws and regulations. Such regulation and supervision is primarily intended
for the protection of depositors and the Savings Association Insurance Fund.

         The Office of Thrift Supervision's enforcement authority over all
savings institutions and their holding companies includes, among other things,
the ability to assess civil money penalties, to issue cease and desist or
removal orders and to initiate injunctive actions. In general, these enforcement
actions may be initiated for violations of laws and regulations and unsafe or
unsound practices. Other actions or inactions may provide the basis for
enforcement action, including misleading or untimely reports filed with the
Office of Thrift Supervision.

         Insurance of Accounts. The deposits of the Bank are insured to the
maximum extent permitted by the Savings Association Insurance Fund, which is
administered by the FDIC, and are backed by the full faith and credit of the
U.S. Government. As insurer, the FDIC is authorized to conduct examinations of,
and to require reporting by, FDIC-insured institutions. It also may prohibit any
FDIC-insured institution from engaging in any activity the FDIC determines by
regulation or order to pose a serious threat to the FDIC. The FDIC also has the
authority to initiate enforcement actions against savings institutions, after
giving the Office of Thrift Supervision an opportunity to take such action.
Currently, FDIC deposit insurance rates generally range from zero basis points
to 27 basis points, depending on the assessment risk classification assigned to
the depository institution.

         The FDIC may terminate the deposit insurance of any insured depository
institution, including the Bank, if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices, is in an
unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of the deposit insurance of the Bank.















                                       22

<PAGE>


         Regulatory Capital Requirements. Federally insured savings institutions
are required to maintain minimum levels of regulatory capital. The Office of
Thrift Supervision has established capital standards applicable to all savings
institutions. These standards generally must be as stringent as the comparable
capital requirements imposed on national banks. The Office of Thrift Supervision
also is authorized to impose capital requirements in excess of these standards
on individual institutions on a case-by-case basis.

         Current Office of Thrift Supervision capital standards require savings
institutions to satisfy three different capital requirements. Under these
standards, savings institutions must maintain "tangible" capital equal to at
least 1.5% of adjusted total assets, "core" capital equal to at least 4.0% of
adjusted total assets and "total" capital (a combination of core and
"supplementary" capital) equal to at least 8.0% of "risk-weighted" assets.
Tangible capital generally equals common stockholders' equity (including
retained earnings) minus intangible assets, with only a limited exception for
purchased mortgage servicing rights. Core capital generally consists of tangible
capital plus qualifying intangible assets.

         In determining compliance with the risk-based capital requirement, a
savings institution is allowed to include both core capital and supplementary
capital in its total capital, provided that the amount of supplementary capital
included does not exceed the savings institution's core capital. Supplementary
capital generally consists of general allowances for loan losses up to a maximum
of 1.25% of risk-weighted assets, together with certain other items. In
determining the required amount of risk-based capital, total assets, including
certain off-balance sheet items, are multiplied by a risk weight based on the
risks inherent in the type of assets. The risk weights range from 0% for cash
and securities issued by the U.S. Government or unconditionally backed by the
full faith and credit of the U.S. Government to 100% for loans (other than
qualifying residential loans weighted at 50%) and repossessed assets.

         Savings institutions must value securities available for sale at
amortized cost for regulatory capital purposes. This means that in computing
regulatory capital, savings institutions should add back any unrealized losses
and deduct any unrealized gains, net of income taxes, on securities reported as
a separate component of generally accepted accounting principles capital.

         At September 30, 2002, the Bank and its consolidated subsidiary
exceeded all of its regulatory capital requirements, with tangible, core and
risk-based capital ratios of 8.8%, 8.8% and 13.7%, respectively, for Peoples and
7.7%, 7.7% and 16.2%, respectively, for Kenwood.

         Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the Office of Thrift Supervision or
the FDIC. Such actions could include a capital directive, a cease and desist
order, civil money penalties, the establishment of restrictions on the
institution's operations, termination of federal deposit insurance and the
appointment of a conservator or receiver. The Office of Thrift Supervision's
capital regulation provides that such actions, through enforcement proceedings
or otherwise, could require one or more of a variety of corrective actions.

         Prompt Corrective Action. The following table shows the amount of
capital associated with the different capital categories set forth in the prompt
corrective action regulations.

<TABLE>
<CAPTION>
                                                     Total                   Tier 1                  Tier 1
                                                  Risk-Based               Risk-Based               Leverage
         Capital Category                           Capital                  Capital                 Capital
<S>                                                  <C>                      <C>                     <C>
Well capitalized                                 10% or more             6% or more              5% or more
Adequately capitalized                           8% or more              4% or more              4% or more
Undercapitalized                                 Less than 8%            Less than 4%            Less than 4%
Significantly undercapitalized                   Less than 6%            Less than 3%            Less than 3%
</TABLE>

         In addition, an institution is "critically undercapitalized" if it has
a ratio of tangible equity to total assets that is equal to or less than 2.0%.
Under specified circumstances, a federal banking agency may reclassify a well
capitalized institution as adequately capitalized and may require an adequately
capitalized institution or an undercapitalized institution to comply with
supervisory actions as if it were in the next lower category (except that the
FDIC may not reclassify a significantly undercapitalized institution as
critically undercapitalized).





                                       23
<PAGE>


         An institution generally must file a written capital restoration plan
which meets specified requirements within 45 days of the date that the
institution receives notice or is deemed to have notice that it is
undercapitalized, significantly undercapitalized or critically undercapitalized.
A federal banking agency must provide the institution with written notice of
approval or disapproval within 60 days after receiving a capital restoration
plan, subject to extensions by the agency. An institution which is required to
submit a capital restoration plan must concurrently submit a performance
guaranty by each company that controls the institution. In addition,
undercapitalized institutions are subject to various regulatory restrictions,
and the appropriate federal banking agency also may take any number of
discretionary supervisory actions.

         At September 30, 2002, the Bank was deemed a well capitalized
institution for purposes of the above regulations and as such is not subject to
the above mentioned restrictions.

         Safety and Soundness Guidelines. The Office of Thrift Supervision and
the other federal banking agencies have established guidelines for safety and
soundness, addressing operational and managerial standards, as well as
compensation matters for insured financial institutions. Institutions failing to
meet these standards are required to submit compliance plans to their
appropriate federal regulators. The Office of Thrift Supervision and the other
agencies have also established guidelines regarding asset quality and earnings
standards for insured institutions. The Bank believes that it is in compliance
with these guidelines and standards.

         Capital Distributions. Office of Thrift Supervision regulations govern
capital distributions by savings institutions, which include cash dividends,
stock repurchases and other transactions charged to the capital account of a
savings institution to make capital distributions. A savings institution must
file an application for Office of Thrift Supervision approval of the capital
distribution if either (1) the total capital distributions for the applicable
calendar year exceed the sum of the institution's retained net income for that
year to date plus the institution's retained net income for the preceding two
years, (2) the institution would not be at least adequately capitalized
following the distribution, (3) the distribution would violate any applicable
statute, regulation, agreement or OTS-imposed condition, or (4) the institution
is not eligible for expedited treatment of its filings. If an application is not
required to be filed, savings institutions which are a subsidiary of a holding
company (as well as certain other institutions) must still file a notice with
the Office of Thrift Supervision at least 30 days before the board of directors
declares a dividend or approves a capital distribution.

         Community Reinvestment Act and the Fair Lending Laws. Savings
institutions have a responsibility under the Community Reinvestment Act of 1977
and related regulations of the Office of Thrift Supervision to help meet the
credit needs of their communities, including low- and moderate-income
neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair
Housing Act prohibit lenders from discriminating in their lending practices on
the basis of characteristics specified in those statutes. An institution's
failure to comply with the provisions of the Community Reinvestment Act could,
at a minimum, result in regulatory restrictions on its activities. Failure to
comply with fair lending laws could result in enforcement actions by the Office
of Thrift Supervision, as well as other federal regulatory agencies, and the
Department of Justice.

         Qualified Thrift Lender Test. All savings institutions are required to
meet a qualified thrift lender test to avoid certain restrictions on their
operations. A savings institution can comply with the qualified thrift lender
test by either qualifying as a domestic building and loan association as defined
in the Internal Revenue Code or by maintaining at least 65% of its portfolio
assets in certain housing and consumer-related assets such as:

     o    loans  made to  purchase,  refinance,  construct,  improve  or  repair
          domestic residential housing;

     o    home equity loans;

     o    most mortgage-backed securities;

     o    stock issued by the Federal Home Loan Bank of Cincinnati; and

     o    direct or indirect obligations of the FDIC.







                                       24
<PAGE>


         A savings institution that does not meet the qualified thrift lender
test must either convert to a bank charter or comply with certain restrictions
on its operations.

         At September 30, 2002, the qualified thrift investments of the Bank
were approximately 65.8% of its portfolio assets.

         Federal Home Loan Bank System. The Bank is a member of the Federal Home
Loan Bank of Cincinnati, which is one of 12 regional Federal Home Loan Banks
that administers the home financing credit function of savings institutions.
Each Federal Home Loan Bank serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from proceeds derived from
the sale of consolidated obligations of the Federal Home Loan Bank System. It
makes loans to members (i.e., advances) in accordance with policies and
procedures established by the Board of Directors of the Federal Home Loan Bank.

         As a member, the Bank is required to purchase and maintain stock in the
Federal Home Loan Bank of Cincinnati in an amount equal to at least 1% of its
aggregate unpaid residential mortgage loans or similar obligations at the
beginning of each year. At September 30, 2002, the Bank had $9.9 million in
Federal Home Loan Bank stock, which was in compliance with this requirement.

         The Federal Home Loan Banks are required to provide funds for the
resolution of troubled savings institutions and to contribute to affordable
housing programs through direct loans or interest subsidies on advances targeted
for community investment and low- and moderate-income housing projects. These
contributions have adversely affected the level of Federal Home Loan Bank
dividends paid in the past and could do so in the future. These contributions
also could have an adverse effect on the value of Federal Home Loan Bank stock
in the future.

         Federal Reserve System. The Federal Reserve Board requires all
depository institutions to maintain reserves against their transaction accounts
(primarily NOW and Super NOW checking accounts) and non-personal time deposits.
Because required reserves must be maintained in the form of vault cash or a
noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.
































                                       25
<PAGE>


                                    TAXATION

Federal Taxation

         General. Peoples and the Bank are subject to the corporate tax
provisions of the Internal Revenue Code, and the Bank is subject to certain
additional provisions which apply to thrifts and other types of financial
institutions. The following discussion of federal taxation is intended only to
summarize certain pertinent federal income tax matters relevant to the taxation
of Peoples and the Bank and is not a comprehensive discussion of the tax rules
applicable to Peoples and the Bank.

         Fiscal Year.  Peoples and the Bank file federal income tax returns on
the basis of a calendar year ending on December 31.

         Bad Debt Reserves. In 1996, legislation was enacted that repealed the
reserve method of accounting (including the percentage of taxable income method)
previously used by many savings institutions to calculate their bad debt reserve
for federal income tax purposes. Savings institutions with $500 million or less
in assets may, however, continue to use the experience method. The Bank must
recapture that portion of its reserve which exceeds the amount that could have
been taken under the experience method for post-1987 tax years. The Bank's
post-1987 excess reserves amounted to approximately $1.6 million. The recapture
will occur over a six-year period, which commenced in fiscal 1999. The
legislation also requires savings institutions to account for bad debts for
federal income tax purposes on the same basis as commercial banks for tax years
beginning after December 31, 1995. This change in accounting method and
recapture of excess bad debt reserves is adequately provided for in the Bank's
deferred tax liability.

         At September 30, 2002, the federal income tax reserves of the Bank
included $5.2 million for which no federal income tax has been provided. Because
of these federal income tax reserves and the liquidation account established for
the benefit of certain depositors of the Bank in connection with the recent
conversion, the retained earnings of the Bank are substantially restricted.

         Distributions. If Peoples were to distribute cash or property to its
stockholders, and the distribution was treated as being from its accumulated bad
debt reserves, the distribution would cause Peoples to have additional taxable
income. A distribution is from accumulated bad debt reserves if (a) the reserves
exceed the amount that would have been accumulated on the basis of actual loss
experience, and (b) the distribution is a "non-qualified distribution." A
distribution with respect to its stock is a non-qualified distribution to the
extent that, for federal income tax purposes,

     o    it is in redemption of its shares,

     o    it is pursuant to a liquidation of the institution, or

     o    in the case of a current  distribution,  together  with all other such
          distributions  during the taxable year,  it exceeds the  institution's
          current and post-1951 accumulated earnings and profits.

         The amount of additional taxable income created by a non-qualified
distribution is an amount that when reduced by the tax attributable to it is
equal to the amount of the distribution.


















                                       26
<PAGE>


         Minimum Tax. The Code imposes an alternative minimum tax at a rate of
20%. The alternative minimum tax generally applies to a base of regular taxable
income plus certain tax preferences ("alternative minimum taxable income") and
is payable to the extent such alternative minimum taxable income is in excess of
an exemption amount. Tax preference items include the following:

     o    depreciation, and

     o    75% of the excess (if any) of:

          (1)  alternative  minimum taxable income determined  without regard to
               this  preference and prior to reduction by net operating  losses,
               over

          (2)  adjusted current earnings as defined in the Code.

         Peoples has not been subject to the alternative minimum tax or had any
such amounts available as credits for carry-over.

         Capital Gains and Corporate Dividends-Received Deduction. Corporate net
capital gains are taxed at a maximum rate of 35%. Corporations which own 20% or
more of the stock of a corporation distributing a dividend may deduct 80% of the
dividends received. Corporations which own less than 20% of the stock of a
corporation distributing a dividend may deduct 70% of the dividends received.
However, a corporation that receives dividends from a member of the same
affiliated group of corporations may deduct 100% of the dividends received.

         Other Matters. Federal legislation is introduced from time to time that
would limit the ability of individuals to deduct interest paid on mortgage
loans. Individuals are currently not permitted to deduct interest on consumer
loans. Significant increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect Peoples.

         Peoples' federal income tax returns for the tax years ended 2001, 2000
and 1999 are open under the statute of limitations and are subject to review by
the IRS. Peoples has not been audited by the IRS during the last five years.

State Taxation

         Ohio Taxation. Peoples is subject to the Ohio corporation franchise
tax, which is a tax measured by both net earnings and net worth. The rate of tax
is the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income
and 8.9% of computed Ohio taxable income in excess of $50,000 or (ii) 0.582%
times taxable net worth.

         In computing Peoples' tax under the net worth method, 100% of the
investment in the capital stock of the Bank after the conversion may be
excluded, as reflected on the balance sheet, in computing taxable net worth as
long as Peoples owns at least 25% of the issued and outstanding capital stock of
the Bank. The calculation of the exclusion from net worth is based on the ratio
of the excludable investment (net of any appreciation or goodwill included in
such investment) to total assets multiplied by the net value of the stock. As a
holding company, Peoples may be entitled to various other deductions in
computing taxable net worth that are not generally available to operating
companies.

         A special litter tax is also applicable to all corporations, including
Peoples, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to 0.11% of the first $50,000 of computed Ohio taxable income and
0.22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to 0.014% times taxable
net worth.

         The Bank is a "financial institution" for State of Ohio tax purposes.
As such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.3% of the Bank's book
net worth determined in accordance with generally accepted accounting
principles. As a "financial institution", the Bank is not subject to any tax
based upon net income or net profits imposed by the State of Ohio.




                                       27
<PAGE>


         Maryland  Taxation.  As a Maryland holding company not earning income
in Maryland, Peoples is exempt from Maryland corporate income tax.

Item 2. Properties

         At September 30, 2002, Peoples conducted its business from its main
office in West Chester, Ohio and branch offices in Lebanon, Cheviot, North Bend,
and Cincinnati. The following table sets forth the net book value (including
leasehold improvement, furnishings and equipment) and certain other information
with respect to the offices and other properties of Peoples at September 30,
2002.
<TABLE>
<CAPTION>
                                                                                         Net Book Value
                                                                                         of Property and
                                                                                            Leasehold
                                                                          Lease          Improvements at       Deposits at
                                                 Owned or              Expiration         September 30,       September 30,
                                                  Leased                  Date                2002                2002
                                                                                                   (In thousands)
<S>                                                <C>                    <C>                 <C>                  <C>
Main Office:
6100 West Chester Road
  West Chester, Ohio  45069                      Owned                   N/A                 $3,203             $76,058

Branch Offices:
11 South Broadway
  Lebanon, Ohio  45036                           Owned                   N/A                    755              66,284
3924 Isabella Avenue
  Cincinnati, Ohio  45209                        Leased                  01/03                -                  16,886
3621 Harrison Avenue
  Cheviot, Ohio  45211                           Owned                   N/A                    353              47,346
3663 Ebenezer Road
  Cincinnati, Ohio  45248                        Owned                   N/A                    258              22,213
7522 Hamilton Avenue
  Cincinnati, Ohio  45231                        Owned                   N/A                  1,375              57,624
125 Miami Avenue
  North Bend, Ohio  45052                        Leased              Month to Month           -                   5,387
1101 Columbus Avenue
  Lebanon, Ohio  45036                           Owned                   N/A                  1,534              16,519
5797 South State Route 48
  Maineville, Ohio 45039                         Owned                   N/A                  1,192               6,841
7711 Montgomery Road
  Cincinnati, Ohio  45236                        Owned                   N/A                    372              40,392
3530 Springdale Road
  Cincinnati, Ohio  45251                        Owned                   N/A                    776              13,530
</TABLE>

Additionally, the Company had capitalized construction in progress costs
totaling approximately $686,000 at September 30, 2002.

Item 3. Legal Proceedings

         The Bank and Peoples are not involved in any pending legal proceedings
other than nonmaterial legal proceedings occurring in the ordinary course of
business.

Item 4. Submission of Matters to a Vote of Security Holders

         Not applicable



                                       28
<PAGE>


                                     PART II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

         The information required herein is incorporated by reference from page
3 of Peoples' 2002 Annual Report to Stockholders filed as Exhibit 13 hereto
("2002 Annual Report").

Item 6. Selected Financial Data

         The information required herein is incorporated from pages 4 and 5 of
the 2002 Annual Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

         The information required herein is incorporated by reference from pages
6 to 20 of the 2002 Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         The information required herein is incorporated from pages 17 and 18 of
the 2002 Annual Report.

Item 8. Financial Statements and Supplementary Data

         The information required herein is incorporated by reference from pages
21 to 52 of the 2002 Annual Report.

Item 9. Changes in and Disagreements With Accountants on Accounting and
       Financial Disclosure

         Not applicable

                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         The information required herein is incorporated by reference from the
Registrant's Proxy Statement to be filed within 120 days after the end of the
fiscal year covered by this Form 10-K ("Proxy Statement").

Item 11. Executive Compensation

         The information required herein is incorporated by reference from the
Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

         The information required herein is incorporated by reference from the
Proxy Statement.

Item 13. Certain Relationships and Related Transactions

         The information required herein is incorporated by reference from the
Proxy Statement.

Item 14. Controls and Procedures

         Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and based on their evaluation, our chief executive officer and chief
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.


                                       29
<PAGE>


         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a) The following documents are filed as part of this report and are
incorporated herein by reference from the Registrant's 2002 Annual Report:

               Report of Independent Certified Public Accountants.

               Consolidated  Statements  of Financial  Condition as of September
               30, 2002 and 2001.

               Consolidated Statements of Earnings for the Years Ended September
               30, 2002, 2001 and 2000.

               Consolidated  Statements  of  Stockholders'  Equity for the Years
               Ended September 30, 2002, 2001 and 2000.

               Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
               September 30, 2002, 2001 and 2000.

               Notes to Consolidated Financial Statements.

         The following exhibits are filed as part of the Form 10-K, and this
list includes the Exhibit Index:


      No.     Exhibits

      3.1     Articles of Incorporation of Peoples Community Bancorp, Inc.*
      3.2     Bylaws of Peoples Community Bancorp, Inc.*
        4     Stock Certificate of Peoples Community Bancorp, Inc.**
       13     Annual Report to Stockholders for
              the Year Ended September 30, 2002
       21     List of Subsidiaries
              (See "Item I. Business - Subsidiaries" in this Form 10-K)
     99.1     Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002
     99.2     Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002

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

         * Incorporated herein by reference to Peoples' Proxy Statement dated
January 28, 2002.
         ** Incorporated herein by reference to Peoples' Registration Statement
on Form S-1 filed with the SEC on December 17, 1999.

(b)      Reports filed on Form 8-K.

                  None.





                                       30
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                        PEOPLES COMMUNITY BANCORP, INC.

                                        By:/s/Jerry D. Williams
                                           -----------------------------------
                                           Jerry D. Williams
                                           President, Chief Executive Officer
                                           and Director


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/Jerry D. Williams                                          December 30, 2002
----------------------------------------------
Jerry D. Williams
President, Chief Executive
  Officer and Director
(principal executive officer)



/s/Thomas J. Noe                                              December 30, 2002
----------------------------------------------
Thomas J. Noe
Treasurer and Director



/s/Paul E. Hasselbring                                        December 30, 2002
----------------------------------------------
Paul E. Hasselbring
Chairman of the Board and
Director



/s/John E. Rathkamp                                           December 30, 2002
----------------------------------------------
John E. Rathkamp
Chief Lending Officer, Secretary and Director


<PAGE>






/s/John L. Buchanan                                          December 30, 2002
----------------------------------------------
John L. Buchanan
Director



/s/Donald L. Hawke                                           December 30, 2002
----------------------------------------------
Donald L. Hawke
Director



/s/James R. Van DeGrift                                      December 30, 2002
----------------------------------------------
James R. Van DeGrift
Director



/s/Nicholas N. Nelson                                        December 30, 2002
----------------------------------------------
Nicholas N. Nelson
Director




/s/Teresa A. O'Quinn                                         December 30, 2002
----------------------------------------------
Teresa A. O'Quinn
Chief Financial Officer
(principal financial and accounting officer)



<PAGE>



                                  CERTIFICATION

     I, Jerry D. Williams, Chief Executive Officer of Peoples Community Bancorp,
Inc., certify that:

1.   I have  reviewed  this  annual  report  on Form 10-K of  Peoples  Community
     Bancorp, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 30, 2002                 /s/Jerry D. Williams
                                        ------------------------------------
                                        Jerry D. Williams
                                        Chief Executive Officer


<PAGE>



                                  CERTIFICATION

     I, Teresa A. O'Quinn, Chief Financial Officer of Peoples Community Bancorp,
Inc., certify that:

1.   I have  reviewed  this  annual  report  on Form 10-K of  Peoples  Community
     Bancorp, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 30, 2002                       /s/Teresa A. O'Quinn
                                              --------------------------------
                                              Teresa A. O'Quinn
                                              Chief Financial Officer