**Exhibit 10.8**

 

**UNITED STATES OF AMERICABefore theOFFICE OF THRIFT SUPERVISION**

 
|                       | ) |                                |
|----------------------------|---|-------------------------------------|
| In the Matter of           | ) | Order No.: CN 09-12                 |
|                       | ) |                                |
|                       | ) |                                |
| **PEOPLES COMMUNITY BANK** | ) | Effective Date: April 29, 2009 |
|                       | ) |                                |
| West  Chester, Ohio        | ) |                                |
| OTS  Docket No. 08097 | ) |                                |
|                       | ) |                                |
|                            |   |                                     |  |

 

**AMENDED ORDER TO CEASE AND DESIST**

 

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

 

**WHEREAS,**the Association, byexecuting the Stipulation, has consented and agreed to the issuance of thisAmended Order to Cease and Desist (Amended Order) by the Office of ThriftSupervision (OTS) pursuant to 12 U.S.C. § 1818(b); and

 

**WHEREAS,**pursuant to delegatedauthority, the OTS Regional Director for the Central Region (RegionalDirector), is authorized to issue amended orders to cease and desist where asavings association has consented to the issuance of an amended order.

 

**NOW, THEREFORE, IT IS ORDERED that:**

 

**Compliance with Laws, Rules, and Regulations**

 

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

 

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

 

**Amendment of Existing Order**

 

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

 

Increaseand Maintain Capital

 

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

 

(b) Withinfourteen (14) days of the Effective Date of the Amended Order, the Associationshall, pursuant to Board authorization, submit to the Regional Director awritten contingency plan acceptable to the Regional Director that will beimplemented by the Association in the event the Association becomes criticallyundercapitalized as defined in 12 C.F.R. § 565.4(a)(5) (Contingency Plan). TheContingency Plan shall detail the actions to be taken within specific timeframes to achieve one of the following results: (i) merger with or acquisitionby another federally insured institution or holding company thereof, or (ii) voluntaryliquidation by, among other things, filing the appropriate applications withOTS in conformity with federal laws and regulations. The Contingency Plan shallbe implemented immediately if the Association

 

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becomescritically undercapitalized or upon notification by the Regional Director ofthe requirement to implement the Contingency Plan. Once implemented, theAssociation shall submit to the Regional Director written status reportsdetailing the Association’s actions taken and progress in implementing theContingency Plan no later than the 1st and 15th daysof each month.

 

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

 

**Effective Date of Amended Order, Incorporation ofStipulation**

 

3.                                       This AmendedOrder is effective on the Effective Date as shown on the first page. TheStipulation is made a part hereof and is incorporated herein by this reference.

 

**IT IS SO ORDERED.**

 

 
|   | **OFFICE OF THRIFT SUPERVISION**         |
|--------|------------------------------------------|
|   | ** **                               |
|   |                                     |
|   | By:                                      | /s/  Daniel T. McKee |
|   |                                     | Daniel  T. McKee |
|   |                                     | Acting  Regional Director, Central Region |
|   |                                     |
|   | Date:  See Effective Date on page 1 |

 

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**UNITED STATES OF AMERICABefore the**

**OFFICE OF THRIFT SUPERVISION**

 
|                       | ) |                                |
|----------------------------|---|-------------------------------------|
| In  the Matter of          | ) | Order  No.: CN 09-12                |
|                       | ) |                                |
|                       | ) |                                |
| **PEOPLES COMMUNITY BANK** | ) | Effective Date: April 29, 2009 |
|                       | ) |                                |
| West  Chester, Ohio        | ) |                                |
| OTS  Docket No. 08097 | ) |                                |
|                       | ) |                                |

 

**STIPULATION AND CONSENT TO ISSUANCE OFMODIFIED ORDER TO CEASE AND DESIST**

 

**WHEREAS,**the Office of ThriftSupervision (OTS), acting by and through its Regional Director for the CentralRegion (Regional Director) issued an Order to Cease and Desist (OTS Order No. CN08-06) (Order) against Peoples Community Bank, West Chester, Ohio, OTS Docket No. 08097(Association) pursuant to 12 U.S.C. § 1818(b) that became effective on April 2,2008 (Order);

 

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

 

**WHEREAS,**the Association desires tocooperate with OTS to avoid the time and expense of an administrative cease anddesist proceedings by entering into this Stipulation and Consent to Issuance ofModified Order to Cease and Desist (Stipulation) and, without admitting ordenying that such grounds exist, but only admitting the statements andconclusions in Paragraph 1 below concerning Jurisdiction, hereby stipulates andagrees to the following terms:

 

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**1.****                                     ****Jurisdiction****.**

 

(a)                             The Associationis a “savings association” within the meaning of 12 U.S.C. § 1813(b) and12 U.S.C. § 1462(4). Accordingly, the Association is “an insured depositoryinstitution” as that term is defined in 12 U.S.C. § 1813(c); and

 

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

 

**2.****                                     ****OTS Findings of Fact****.**

 

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

 

**3.****                                     ****Consent****.**

 

The Association consents to the issuance by OTS of the accompanyingModified Order to Cease and Desist (Modified Order). The Association furtheragrees to comply with the terms of the Modified Order upon the Effective Dateof the Modified Order and stipulates that the Modified Order complies with all****requirements oflaw.

 

**4.****                                     ****Finality****.**

 

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

 

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

 

**5.****                                      ****Waivers****.**

 

The Association waives the following:

 

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

 

(b)                                 The right to anadministrative hearing of OTS’s charges as provided by 12 U.S.C. § 1818(b) and12 C.F.R. Part 509;

 

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

 

(d)                                 Any and allclaims against OTS, including its employees and agents, and any othergovernmental entity for the award of fees, costs, or expenses related to thisOTS enforcement matter and/or the Modified Order, whether arising under commonlaw, federal statutes or otherwise.

 

**6.****                                      ****OTS Authority Not Affected.**

 

Nothing in this Stipulation or accompanying Modified Order shallinhibit, estop, bar or otherwise prevent OTS from taking any other actionaffecting the Association if at any time OTS deemsit appropriate to do so to fulfill the responsibilities placed upon OTS by law.

 

7.                                       **Other Governmental Actions Not Affected****.**

 

The Association acknowledges and agrees that its consent to theissuance of the Modified Order is solely for the purpose of resolving thematters addressed herein, consistent with Paragraph 6 above, and does nototherwise release, discharge, compromise, settle, dismiss,

 

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

 

**8.****                                     ****Miscellaneous****.**

 

(a)                             The laws of the UnitedStates of America shall govern the construction and validity of thisStipulation and of the Modified Order;

 

(b)                            If any provision of thisStipulation and/or the Modified Order is ruled to****be invalid, illegal, orunenforceable by the decision of any Court of competent jurisdiction, thevalidity, legality, and enforceability of the remaining provisions hereof shallnot in any way be affected or impaired thereby, unless the Regional Director inhis or her sole discretion determines otherwise;

 

(c)                             All references to OTS inthis Stipulation and the Modified Order shall also mean any of the OTS’spredecessors, successors, and assigns;

 

(d)                            The section and paragraphheadings in this Stipulation and the Modified****Order are for convenienceonly and shall not affect the interpretation of this Stipulation or the ModifiedOrder;

 

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

 

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

 

**9.****                                     ****Signature of Directors/Board Resolution****.**

 

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

 

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Resolutionauthorizing the consent of the Association to the issuance of the ModifiedOrder and the execution of the Stipulation. This Stipulation may be executed incounterparts by the directors after approval of execution of the Stipulation ata duly called board meeting.

 

**WHEREFORE,** the Association, by its directors, executes thisStipulation.

 
| **PEOPLES  COMMUNITY BANK**            | ** ** | **OFFICE  OF THRIFT SUPERVISION**        |
|----------------------------------------|------------|------------------------------------------|
| **West  Chester, Ohio**                | ** ** | ** **                               |
| ** **                             | ** ** | ** **                               |
| ** **                             | ** ** | ** **                               |
| /s/  Donald L. Hawke                   | ** ** | By:                                      | /s/  Daniel T. McKee |
| Donald  L. Hawke, Director             | ** ** |                                     | Daniel  T. McKee |
| ** **                             | ** ** |                                     | Acting  Regional Director |
| ** **                             | ** ** |                                     | Central  Region |
| /s/  John L. Buchanan                  | ** ** |                                     |   |
| John  L. Buchanan, Director            | ** ** | Date:  See Effective Date on page 1 |
| ** **                             | ** ** |                                     |   |
| ** **                             | ** ** |                                     |   |
| /s/  Nicholas N. Nelson                | ** ** |                                     |   |
| Nicholas  N. Nelson, Director/Chairman | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
| /s/  Thomas J. Noe                     | ** ** |                                     |   |
| Thomas  J. Noe, Director               | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
| /s/  John E. Rathkamp                  | ** ** |                                     |   |
| John  E. Rathkamp, Director            | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
| /s/  James R. Van DeGrift              | ** ** |                                     |   |
| James  R. Van DeGrift, Director        | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
|                                   | ** ** |                                     |   |
| /s/  Jerry D. Williams                 | ** ** |                                     |   |
| Jerry  D. Williams, Director           | ** ** |                                     |   |

 

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**RESOLUTIONS OF THEBOARD OF DIRECTORS OFPEOPLES COMMUNITY BANK**

** **

**AMENDED OREDER TO CEASE AND****DESIST**

**Dated April 28, 2009**

 

I,Fred L. Darlington, being the duly qualified Secretary of Peoples CommunityBank (the “Bank”), hereby certify that the following is a true, correct andcomplete copy of the resolutions duly and validly adopted by the Board of Directorsof the Bank (the “Board”) at a meeting duly called and held on April 28,2009, that at said meeting a quorum was present and that the resolutions havenot been rescinded or modified and are now in full force and effect:

 

**WHEREAS,** the Board has received an Amended Order to Ceaseand Desist that primarily addressed the capital deterioration and asset qualityof the Bank; and

 

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

 

**NOW, THEREFORE, BE IT RESOLVED,** that the Board herebyagrees to the Stipulation and Consent to the Issuance of the Modified Order toCease and Desist and authorizes the Bank’s consent and execution to theissuance of the Modified Order and the Stipulation in the form presented; and

 

**BE IT FURTHER RESOLVED,** that the executive officersof the Bank are hereby directed to take such necessary corrective measures asset forth in the Stipulation and Modified Order and to do and perform all suchacts and things as they deem necessary or appropriate in order to carryout therequirements under the Stipulation and Modified Order.

 

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

 

 
|   | /s/ Fred L. Darlington |
|--------|------------------------|
|   | Fred L. Darlington     |
|   | Secretary              |

 

[SEAL]

 

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|  | ** ** | **Office of Thrift Supervision**Department of the Treasury

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

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

  | * *

*Central Region* |
|--|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|

 

**VIA FAXSIMILE AND OVERNIGHT MAIL**

 

April 29,2009

 

OTSDocket No. 8097

 

Boardof Directors

PeoplesCommunity Bank

6100West Chester Road

WestChester, OH 45071

 

DearMembers of the Board,

 

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

 

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

 
|   | Sincerely,          |
|--------|---------------------|
|   |                |
|   |                |
|   | /s/  James G. Price |
|   | James  G. Price     |
|   | Assistant  Director |

 

Enclosures

 

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