**Exhibit
      99.2**















UNITED
        STATES OF AMERICA
 Before
        the
 OFFICE
        OF
        THRIFT SUPERVISION
  )In
                    the Matter of
                ))
                Re:
                    Order No. NE 07-**PEOPLES
                    FEDERAL SAVINGS**
                )**AND
                    LOAN ASSOCIATION,**
                )
                Dated:  February
                    8,
                    2007Sidney,
                    Ohio (OTS No. 03917)
                ))
  **STIPULATION
        AND CONSENT**
 **TO
        ISSUANCE OF AN ORDER TO CEASE AND DESIST**
 
 This
        Stipulation and Consent to Issuance of an Order to Cease and Desist
        (“Stipulation”), which concerns the accompanying and above-referenced Order to
        Cease and Desist (the “Order”), is submitted by **PEOPLES
        FEDERAL SAVINGS AND LOAN ASSOCIATION** , **** Sidney,
        Ohio (the “Savings Association” or the “Association”, OTS No. 03917), to the
        Office of Thrift Supervision ("OTS"), which is acting through its Northeast
        Regional Director (“Regional Director”).
 WHEREAS,
        the OTS, based upon information derived from the exercise of its regulatory
        responsibilities, has informed the Savings Association that the OTS is of
        the
        opinion that grounds exist to initiate administrative proceedings against
        the
        Savings Association pursuant to 12 U.S.C. § 1818; 1  and
 WHEREAS,
        the Savings Association desires to cooperate with the OTS to avoid the time
        and
        expense of such administrative proceedings, and
 WHEREAS,
        the Savings Association, while admitting that the OTS has jurisdiction with
        respect to this matter (as addressed in Paragraph 1 below), neither admits
        nor
        denies (i) that the above-mentioned grounds exist, or (ii) the OTS Findings
        of
        Fact (in Paragraph 2 below).
 NOW,
        THEREFORE the Savings Association hereby stipulates and agrees to the following
        terms:
 **1.** **Jurisdiction** **.**
 (a)  Peoples
        Federal Savings and Loan Association is a "savings association" within the
        meaning of 12 U.S.C. §§ 1813(b) and 1462(4). Accordingly, the Savings
        Association is an "insured depository institution" as that term is defined
        in 12
        U.S.C. § 1813(c).
 ________________________
 1  All
          references in this Stipulation and in the Order are to the United States
          Code as
          amended.
  
  (b)  Pursuant
        to 12 U.S.C. § 1813(q), the OTS is the "appropriate Federal banking agency" with
        jurisdiction to maintain administrative enforcement proceedings against savings
        associations. Therefore, the Savings Association is subject to the authority
        of
        the OTS to initiate and maintain administrative cease-and-desist proceedings
        against it pursuant to 12 U.S.C. § 1818(b).
 **2.** **OTS
        Findings of Fact** **.**
 These
        OTS
        findings, from its recent examination of the Savings Association, concern
        the
        Association’s implementation of its Bank Secrecy Act compliance program (“BSA
        Compliance Program”) during 2005 through August 2006. The OTS determined that
        the Association failed to fully comply with the requirements of 12 C.F.R.
§§
563.180(d), 563.177, and 31 C.F.R. § 103.18. This is because the OTS
        concluded that there were significant weaknesses in the “independent review”
component of the Association’s BSA Compliance Program, and that the Association
        had failed to identify and file Suspicious Activity Reports with respect
        to a
        few suspected instances of “structured” customer financial transactions.
 **3.** **Consent** **.**
 (a)  The
        Savings Association hereby consents to the issuance by the OTS of the Order.
 (b)  The
        Savings Association further agrees to comply with the terms of the Order
        upon
        its issuance. The Savings Association further stipulates and agrees that
        the
        Order complies with all requirements of law, as applicable.
 **4.** **Finality** **.**
 The
        Order
        is issued by the OTS under the authority of 12 U.S.C. § 1818(b). Upon the
        issuance of the Order by the OTS, acting by and through the undersigned Regional
        Director (which term also shall refer to the Regional Director’s authorized
        designees), the Order shall be a final order, effective and fully enforceable
        by
        the OTS under the provisions of 12 U.S.C. § 1818(i).
 **5.** **Waivers** **.**
 The
        Savings Association hereby waives the following:
 (i)  The
        right
        to be served with a written notice of the OTS' charges;
 (ii)  The
        right
        to an administrative hearing of the OTS' charges; and
 (iii)  The
        right to seek judicial review of either the Order, including, without
        limitation, any such right provided by 12 U.S.C. § 1818(h), or otherwise to
        challenge the validity of the Order.
  Stipulation
            of Peoples FS&LA - Page 2
  **6.** **Other
        Government Actions Not Affected** **.**
 The
        Savings Association acknowledges and agrees that its consent to the issuance
        of
        the Order does not release, discharge, compromise, settle, dismiss, resolve,
        or
        in any way affect any actions, charges against, or liability of the Savings
        Association that arise pursuant to this action or otherwise, and that may
        be or
        have been brought by any other government entity other than the OTS. The
        Savings
        Association further acknowledges and understands that its stipulation and
        consent to issuance of the Order only settles contemplated OTS administrative
        proceedings that the OTS could have started, pursuant to provisions of 12
        U.S.C.
§ 1818, based on the OTS’ findings summarized at paragraph 2 of this
        Stipulation.
 **7.**
              **Relation
                  to Other OTS Regulatory Actions**.
 To
        the
        extent not already accomplished, the Savings Association remains obligated
        to
        take all corrective actions specified in the OTS Report of Examination for
        the
        examination of the Savings Association started on September 25, 2006. However,
        to the extent there are any conflicts between deadlines specified in that
        Report
        of Examination and deadlines specified in the Order, the deadlines in the
        Order
        shall prevail and be applicable.
 **8.**
              **Miscellaneous****.**
 (a)  The
        laws
        of the United States of America shall govern the construction and validity
        of
        this Stipulation and of the Order.
 (b)  All
        references to the OTS in this Stipulation and the Order shall also mean any
        of
        the OTS’s predecessors, successors, and assigns.
 (c)  The
        section and paragraph headings in this Stipulation and the Order are for
        convenience only, and such headings shall not affect the interpretation of
        this
        Stipulation or the Order.
 (d)  The
        terms
        of this Stipulation and of the Order represent the final written agreement
        of
        the parties with respect to the subject matters thereof, and constitute the
        sole
        agreement of the parties with respect to such subject matters.
 (e)  This
        Stipulation and the Order shall remain in effect until terminated, modified,
        or
        suspended in writing by the OTS, acting through its Director, Regional Director,
        or other authorized representative.
  Stipulation
            of Peoples FS&LA - Page 3
  **WHEREFORE,** the
        Savings Association executes this Stipulation, intending to be legally bound
        hereby.
  Accepted
                  by:**PEOPLES
                  FEDERAL SAVINGS**
              
              **OFFICE
                  OF THRIFT SUPERVISION****AND
                  LOAN ASSOCIATION**By:
              /s/
                  Douglas Stewart
              
              By:
              /s/Robert
                  C. AlbaneseDouglas
                  Stewart
              
              
              Robert
                  C. AlbanesePresident
              
              
              Regional
                  DirectorDate:
              February
                  8, 2007
              
              Date:
              See
                  the date in the caption hereof
 
 Stipulation
            of Peoples FS&LA - Page 4