** **

**Exhibit 10.8**

**CHANGE IN CONTROL SEVERANCE AGREEMENT**

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is datedthis 29th day of March 2004, among Peoples Community Bancorp, Inc., a Delawarecorporation (the “Corporation”), Peoples Community Bank, a Federally charteredsavings bank and wholly owned subsidiary of the Corporation (the “Bank”), andLori M. Henn (the “Executive”).  TheCorporation and the Bank are collectively referred to as the “Employers”.

**WITNESSETH**

WHEREAS, the Executive is presently an officer of eachof the Employers;

WHEREAS, the Employers desire to be ensured of theExecutive’s continued active participation in the business of the Employers;and

WHEREAS, in order to induce the Executive to remainin the employ of the Employers and in consideration of the Executive’s agreeingto remain in the employ of the Employers, the parties desire to specify theseverance benefits which shall be due the Executive in the event that hisemployment with the Employers is terminated under specified circumstances;

NOW THEREFORE, in consideration of the mutualagreements herein contained, and upon the other terms and conditionshereinafter provided, the parties hereby agree as follows:

**1.             Definitions.**  Thefollowing words and terms shall have the meanings set forth below for thepurposes of this Agreement:

(a)           **Annual Compensation.**  The Executive’s “Annual Compensation” forpurposes of this Agreement shall be deemed to mean the average level ofcompensation paid to the Executive by the Employers or any subsidiary thereofduring the most recent five taxable years preceding the Date of Termination (orsuch shorter period as the Executive was employed), and which was included inthe Executive’s gross income for tax purposes, including but not limited to theExecutive’s salary, bonuses and all other amounts taxable to the Executivepursuant to any employee benefit plans of the Employers.

(b)           **Cause.** Termination of the Executive’semployment for “Cause” shall mean termination because of personal dishonesty,incompetence, willful misconduct, breach of fiduciary duty involving personalprofit, intentional failure to perform stated duties, willful violation of anylaw, rule or regulation (other than traffic violations or similar offenses),final cease-and-desist order or material breach of any provision of thisAgreement.  For purposes of thisparagraph, no act or failure to act on the Executive’s part shall be considered“willful” unless done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that the Executive’s action or omission wasin the best interests of the Employers.

(c)           **Change in Control of the Corporation.**  “Change in Control of the Corporation” shallmean a change in control of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under theSecurities Exchange Act of 1934, as amended (“Exchange Act”), or any successorthereto, whether or not the Corporation is registered under the Exchange Act;provided that, without limitation, such a change in control shall be deemed tohave occurred if (i) any “person” (as such term is used in Sections 13(d) and14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of securities ofthe Corporation representing 25% or more of the combined voting power of theCorporation’s then outstanding securities; or (ii) during any period of twoconsecutive years, individuals who at the beginning of such period constitutethe Board of Directors of the Corporation cease for any reason to constitute atleast a majority thereof unless the election, or the nomination for election bystockholders, of each new director was approved by a vote of at leasttwo-thirds of the directors then still in office who were directors at thebeginning of the period.

----

(d)           **Code.** “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)           **Date of Termination.**  “Date of Termination” shall mean (i) if theExecutive’s employment is terminated for Cause, the date on which the Notice ofTermination is given, and (ii) if the Executive’s employment is terminated forany other reason, the date specified in the Notice of Termination.

(f)            **Disability.** Termination by the Employers of the Executive’s employment based on “Disability”shall mean termination because of any physical or mental impairment whichqualifies the Executive for disability benefits under the applicable long-termdisability plan maintained by the Employers or any subsidiary or, if no suchplan applies, which would qualify the Executive for disability benefits underthe Federal Social Security System.

(g)           **Good Reason.**  Termination by the Executive of the Executive’semployment for “Good Reason” shall mean termination by the Executive followinga Change in Control of the Corporation based on:

(i)                                     Without the Executive’s express writtenconsent, the failure to elect or to re-elect or to appoint or to re-appoint theExecutive to the office of Senior Vice President of the Employers or a materialadverse change made by the Employers in the Executive’s functions, duties orresponsibilities as Senior Vice President of the Employers;

(ii)                                  Without the Executive’s express writtenconsent, a material reduction by the Employers in the Executive’s base salaryas the same may be increased from time to time or a material reduction in thepackage of fringe benefits provided to the Executive, taken as a whole;

(iii)                               Without the Executive’s express writtenconsent, the Employers require the Executive to work in an office which is morethan 30 miles from the location of the Employers’ current principal executiveoffice, except for required travel on business of the Employers to an extentsubstantially consistent with the Executive’s present business travelobligations;

(iv)                              Any purported termination of the Executive’semployment for Disability or Retirement which is not effected pursuant to aNotice of Termination satisfying the requirements of paragraph (i) below; or

(v)                                 The failure by the Employers to obtain theassumption of and agreement to perform this Agreement by any successor ascontemplated in Section 6 hereof.

(h)           **IRS.** IRS shall mean the Internal Revenue Service.

(i)            **Notice of Termination.**  Any purported termination of the Executive’semployment by the Employers for any reason, including without limitation forCause, Disability or Retirement, or by the Executive for any reason, includingwithout limitation for Good Reason, shall be communicated by written “Notice ofTermination” to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean adated notice which (i) indicates the specific termination provision in thisAgreement relied upon, (ii) sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated, (iii) specifies a Date ofTermination, which shall be not less than thirty (30) nor more than ninety (90)days after such Notice of Termination is given, except in the case of theEmployers’ termination of the Executive’s employment for Cause, which shall beeffective immediately; and (iv) is given in the manner specified in Section 7hereof.

(j)            **Retirement.** “Retirement” shall mean voluntary termination by the Executive inaccordance with the Employers’ retirement policies, including early retirement,generally applicable to the Employers’ salaried employees.

**2.             BenefitsUpon Termination.**   If the Executive’s employment by theEmployers shall be terminated subsequent to a Change in Control of theCorporation by (i) the Employers for other than Cause, Disability,Retirement or the Executive’s death or (ii) the Executive for Good Reason, thenthe Employers shall:

----

(a)           payto the Executive, in either twelve (12) equal monthly installments beginningwith the first business day of the month following the Date of Termination orin a lump sum as of the Date of Termination (at the Executive’s election), acash severance amount equal to one (1) times the Executive’s AnnualCompensation; and

(b)           maintainand provide for a period ending at the earlier of (i) the expiration of theremaining term of this Agreement as of the Date of Termination or (ii) the dateof the Executive’s full-time employment by another employer (provided that theExecutive is entitled under the terms of such employment to benefitssubstantially similar to those described in this subparagraph (b)), at no costto the Executive, the Executive’s continued participation in all groupinsurance, life insurance, health and accident insurance, disability insuranceand other employee benefit plans, programs and arrangements offered by theEmployers in which the Executive was entitled to participate immediately priorto the Date of Termination (excluding (y) stock option and restrictedstock plans of the Employers and (z) cash incentive compensation includedin Annual Compensation), provided that in the event that the Executive’sparticipation in any plan, program or arrangement as provided in thissubparagraph (b) is barred, or during such period any such plan, program orarrangement is discontinued or the benefits thereunder are materially reduced,the Employers shall arrange to provide the Executive with benefitssubstantially similar to those which the Executive was entitled to receiveunder such plans, programs and arrangements immediately prior to the Date ofTermination.

**3.             Limitationof Benefits under Certain Circumstances.**  Ifthe payments and benefits pursuant to Section 2 hereof, either alone ortogether with other payments and benefits which the Executive has the right toreceive from the Employers, would constitute a “parachute payment” underSection 280G of the Code, the payments and benefits payable by the Employerspursuant to Section 2 hereof shall be reduced, in the manner determined by theExecutive, by the amount, if any, which is the minimum necessary to result inno portion of the payments and benefits under Section 2 being non-deductible toeither of the Employers pursuant to Section 280G of the Code and subject to theexcise tax imposed under Section 4999 of the Code.  The determination of any reduction in thepayments and benefits to be made pursuant to Section 2 shall be based upon theopinion of independent tax counsel selected by the Employers and paid by theEmployers.  Such counsel shall bereasonably acceptable to the Employers and the Executive; shall promptlyprepare the foregoing opinion, but in no event later than thirty (30) days fromthe Date of Termination; and may use such actuaries as such counsel deemsnecessary or advisable for the purpose. In the event that the Employers and/orthe Executive do not agree with the opinion of such counsel, (i) the Employersshall pay to the Executive the maximum amount of payments and benefits pursuantto Section 2, as selected by the Executive, which such opinion indicates thatthere is a high probability do not result in any of such payments and benefitsbeing non-deductible to the Employers and subject to the imposition of theexcise tax imposed under Section 4999 of the Code and (ii) the Employers mayrequest, and Executive shall have the right to demand that the Employersrequest, a ruling from the IRS as to whether the disputed payments and benefitspursuant to Section 2 hereof have such consequences.  Any such request for a ruling from the IRSshall be promptly prepared and filed by the Employers, but in no event laterthan thirty (30) days from the date of the opinion of counsel referred toabove, and shall be subject to Executive’s approval prior to filing, whichshall not be unreasonably withheld.  TheEmployers and Executive agree to be bound by any ruling received from the IRSand to make appropriate payments to each other to reflect any such rulings,together with interest at the applicable federal rate provided for in Section7872(f)(2) of the Code.  Nothingcontained herein shall result in a reduction of any payments or benefits towhich the Executive may be entitled upon termination of employment under anycircumstances other than as specified in this Section 3, or a reduction in thepayments and benefits specified in Section 2 below zero.

**4.             Mitigation;Exclusivity of Benefits.**

(a)           TheExecutive shall not be required to mitigate the amount of any benefitshereunder by seeking other employment or otherwise, nor shall the amount of anysuch benefits be reduced by any compensation earned by the Executive as aresult of employment by another employer after the Date of Termination orotherwise.

(b)           Thespecific arrangements referred to herein are not intended to exclude any otherbenefits which may be available to the Executive upon a termination ofemployment with the Employers pursuant to employee benefit plans of theEmployers or otherwise.

**5.             Withholding.**  Allpayments required to be made by the Employers hereunder to the Executive shallbe subject to the withholding of such amounts, if any, relating to tax andother payroll deductions as the Employers may reasonably determine should bewithheld pursuant to any applicable law or regulation.

----

**6.             Assignability.**  TheEmployers may assign this Agreement and their rights and obligations hereunderin whole, but not in part, to any corporation, bank, savings association orother entity with or into which either of the Employers may hereafter merge orconsolidate or to which either of the Employers may transfer all orsubstantially all of its respective assets, if in any such case saidcorporation, bank or other entity shall by operation of law or expressly inwriting assume all obligations of the Employers hereunder as fully as if it hadbeen originally made a party hereto, but may not otherwise assign thisAgreement or their rights and obligations hereunder.  The Executive may not assign or transfer thisAgreement or any rights or obligations hereunder.

**7.             Notice.**  Forthe purposes of this Agreement, notices and all other communications providedfor in this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by certified or registered mail, return receiptrequested, postage prepaid, addressed to the respective addresses set forthbelow:

| To the Employers:  |   | Boards of Directors             |
|--------------------|--------|---------------------------------|
|               |   | Peoples Community Bancorp, Inc. |
|               |   | Peoples Community Bank          |
|               |   | 6100 West Chester Road          |
|               |   | West Chester, Ohio 45069        |
|               |   |                            |
| To the  Executive: |   | Lori M. Henn                    |
|               |   | 9555 Sparrow Place              |
|               |   | Mason, Ohio 45040               |

** **

**8.             Amendment;Waiver.**  No provisions of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Executive and such officer or officersas may be specifically designated by the Boards of Directors of the Employersto sign on their behalf.  No waiver byany party hereto at any time of any breach by any other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.

**9.             GoverningLaw.**  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the UnitedStates where applicable and otherwise by the substantive laws of theCorporation’s state of jurisdiction.

**10.          Natureof Employment and Obligations.**

(a)           Nothingcontained herein shall be deemed to create other than a terminable at willemployment relationship between the Employers and the Executive, and theEmployers may terminate the Executive’s employment at any time, subject toproviding any payments specified herein in accordance with the terms hereof.

(b)           Nothingcontained herein shall create or require the Employers to create a trust of anykind to fund any benefits which may be payable hereunder, and to the extentthat the Executive acquires a right to receive benefits from the Employershereunder, such right shall be no greater than the right of any unsecuredgeneral creditor of the Employers.

**11.          Termof Agreement.**  The term of this Agreement shall be for oneyear, commencing on the date of this Agreement and, upon approval of the Boardsof Directors of the Employers, shall extend for an additional year on eachannual anniversary of the date of this Agreement.  Prior to the first annual anniversary of thedate of this Agreement and each annual anniversary thereafter, the Boards ofDirectors of the Employers shall consider and review (after taking into accountall relevant factors, including the Executive’s performance) an extension ofthe term of this Agreement, and the term shall continue to extend each year ifthe Boards of Directors approve such extension unless the Executive giveswritten notice to the Employers of the Executive’s election not to extend theterm, with such written notice to be given not less than thirty (30) days priorto any such anniversary date. If the Boards of Directors of the Employers electnot to extend the term, they shall give written notice of such decision to theExecutive not less than thirty (30) days prior to any

----

such anniversary date.  If anyparty gives timely notice that the term will not be extended as of any annualanniversary date, then this Agreement shall terminate at the conclusion of itsremaining term.  References herein to theterm of this Agreement shall refer both to the initial term and successiveterms.

**12.          Headings.**  Thesection headings contained in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of thisAgreement.

**13.          Validity.**  Theinvalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provisions of thisAgreement, which shall remain in full force and effect.

**14.          Counterparts.**  ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed to be an original but all of which together will constitute one and thesame instrument.

**15.          RegulatoryProhibition.**  Notwithstanding any other provision of thisAgreement to the contrary, any payments made to the Executive pursuant to thisAgreement, or otherwise, are subject to and conditioned upon their compliancewith Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. §1828(k))and the regulations promulgated thereunder.

**16.          EntireAgreement.**  This Agreement embodies the entire agreementbetween the Employers and the Executive with respect to the matters agreed toherein.  All prior agreements between theEmployers and the Executive with respect to the matters agreed to herein arehereby superseded and shall have no force or effect.

IN WITNESS WHEREOF, this Agreement has been executedas of the date first above written.
| Attest:                  | ** ** | ** ** |   | **PEOPLES COMMUNITY BANCORP, INC.** |
|--------------------------|------------|------------|--------|-------------------------------------|
|                     | ** ** | ** ** |   | ** **                          |
|                     | ** ** | ** ** |   | ** **                          |
| /s/ Thomas J. Noe        |       |       |   | By:                                 |   | /s/ Jerry D. Williams |
| Thomas J. Noe            |       |       |   |                                |   | Jerry D. Williams |
| Executive Vice President |       |       |   |                                |   | President and Chief Executive Officer |
|                     |       |       |   |                                |   |   |
|                     |       |       |   |                                |   |   |
| Attest:                  | ** ** | ** ** |   | **PEOPLES COMMUNITY BANK**          |
|                     | ** ** | ** ** |   | ** **                          |
|                     | ** ** | ** ** |   |                                |   |   |
| /s/ Thomas J. Noe        |       |       |   | By:                                 |   | /s/ Jerry D. Williams |
| Thomas J. Noe            |       |       |   |                                |   | Jerry D. Williams |
| Executive Vice President |       |       |   |                                |   | President and Chief Executive Officer |
|                     |       |       |   |                                |   |   |
|                     |       |       |   |                                |   |   |
|                     |       |       |   | **EXECUTIVE**                       |
|                     |       |       |   |                                |   |   |
|                     |       |       |   | By:                                 |   | /s/ Lori M. Henn |
|                     |       |       |   |                                |   | Lori M. Henn |
|                     |       |       |   |                                |   |   |

 

----