Exhibit
10.1

     


    FIRST
PLACE FINANCIAL CORP.

    2004
INCENTIVE PLAN

    


    First
Place Financial Corp. (the “Holding Company”) hereby establishes the First Place
Financial Corp. 2004 Incentive Plan (the “Plan”) upon the terms and conditions
hereinafter stated.  The purpose of the Plan is to promote the
long-term success of the Holding Company and the creation of shareholder value
by (a) encouraging officers, employees, directors and individuals performing
services for the Holding Company or its Affiliates as consultants or independent
contractors to focus on critical long-range objectives, (b) encouraging the
attraction and retention of officers, employees, directors, consultants and
independent contractors with exceptional qualifications, and (c) linking
officers, employees, directors, consultants and independent contractors directly
to shareholder interests through ownership of the Holding
Company.  The Plan seeks to achieve this purpose by providing for
Awards in the form of options to purchase shares of the Holding Company,
restricted stock or stock appreciation rights.

    


    
      	
              1. 

            	
              DEFINITIONS.

            


    

    


    (a) "Affiliate"
means (i) a member of a controlled group of corporations of which the Holding
Company is a member or (ii) an unincorporated trade or business which is under
common control with the Holding Company as determined in accordance with Section
414(c) of the Code and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

    


    (b) "Alternate
Option Payment Mechanism" refers to one of several methods available to a
Participant to fund the exercise of a stock option set out in Section 11
hereof.  These mechanisms include: broker assisted cashless exercise
and stock for stock exchange.

    


    (c)  "Award"
means a grant of one or some combination of one or more Non-statutory Stock
Options, Incentive Stock Options and Stock Awards under the provisions of this
Plan.

    


    
      (d)
"Bank"
means First Place Bank.

    

    


    (e) "Board
of Directors" or "Board" means the board of directors of the Holding Company or
the Bank and Directors Emeritus of the Holding Company or the Bank.

    


    (f)  "Change
in Control" means a change in control of the Bank or Holding Company of a nature
that; (i) would be required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Exchange Act; or (ii) results in a Change in Control within the
meaning of the Home Owners' Loan Act of 1933, as amended ("HOLA") and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under such rules and
regulations the Board shall substitute its judgment for that of the OTS); or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Bank or the Holding Company representing 25% or more of the Bank's or the
Holding Company's outstanding securities except for any securities of the Bank
purchased by the Holding Company and any securities purchased by any tax
qualified employee benefit plan of the Bank; or (B) individuals who constitute
the Board of Directors of the Holding Company on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the directors comprising
the Incumbent Board, or whose nomination for election by the Holding Company's
shareholders was approved by a Nominating Committee serving under an Incumbent
Board, shall be, for purposes of this clause (B), considered as though he were a
member of the Incumbent Board; or (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the Bank or the
Holding Company or similar transaction occurs in which the Bank or Holding
Company is not the resulting entity.


    
      
         


      

      
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      (g)
"Code"
means the Internal Revenue Code of 1986, as amended.

    

    


    (h) "Committee"
means the Compensation Committee consisting of those members of the Board of
Directors appointed to such committee or consisting solely of two or more
members of the Compensation Committee who are defined as Non-Employee Directors
as such term is defined under Rule 16b-3(b)(3)(i) under the  Exchange
Act as promulgated by the Securities and Exchange Commission.

    


    (i) "Common
Stock" means the Common Stock of the Holding Company, par value, $.01 per share
or any stock exchanged for shares of Common Stock pursuant to Section 15
hereof.

    


    
      (j)
"Date of
Grant" means the effective date of an Award.

    

    


    (k)  "Disability"
means the permanent and total inability by reason of mental or physical
infirmity, or both, of a Participant to perform the work customarily assigned to
him or her or, in the case of a Director, to serve on the
Board.  Additionally, a medical doctor selected or approved by the
Board must advise the Committee that it is either not possible to determine when
such Disability will terminate or that it appears probable that such Disability
will be permanent during the remainder of said Participant's
lifetime.

    


    
      (l)
"Effective
Date" means September 21, 2004, the effective date of the
Plan.

    

    


    (m) "Employee"
means any person who is currently employed by the Holding Company or an
Affiliate, including officers, but such term shall not include Outside
Directors.

    


    
      (n)
"Employee
Participant" means an Employee who holds an outstanding Award under the terms of
the Plan.

    

    


    
      (o)
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.

    

    


    (p) "Exercise
Price" means the purchase price per share of Common Stock deliverable upon the
exercise of each Option in order for the option to be exchanged for shares of
Common Stock.

     

    
      
         


      

      
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    (q) "Fair
Market Value" means, when used in connection with the Common Stock on a certain
date, the last transaction price of the Common Stock quoted for such date by the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
or the closing price reported by the New York Stock Exchange ("NYSE") or any
other stock exchange (as published by the Wall Street Journal, if published) on
such date or if the Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded thereon or the last previous
date on which a sale is reported.  If the Common Stock is not traded
on the NASDAQ, the NYSE or any other stock exchange, the Fair Market Value of
the Common Stock is the value so determined by the Board in good
faith.

    


    (r) "Incentive
Stock Option" means an Option granted by the Committee to a Participant, which
Option is designated by the Committee as an Incentive Stock Option pursuant to
Section 7 hereof and is intended to be such under Section 422 of the
Code.

    


    (s) "Limited
Right" means the right to receive an amount of cash based upon the terms set
forth in Section 8 hereof.

    


    (t)  "Non-statutory
Stock Option" means an Option to a Participant pursuant to Section 6 hereof,
which is not designated by the Committee as an Incentive Stock Option or which
is redesignated by the Committee as a Non-statutory Stock Option or which is
designated an Incentive Stock Option under Section 7 hereof, but does not meet
the requirements of such under Section 422 of the Code.

    


    (u) "Option"
means the right to buy a fixed amount of Common Stock at the Exercise Price
within a limited period of time designated as the term of the option as granted
under Section 6 or 7 hereof.

    


    (v) "Outside
Director" means a member of the Board of Directors or a Director Emeritus of the
Holding Company or its Affiliates, who is not also an Employee.

    


    (w) "Outside
Director Participant" means an Outside Director who holds an outstanding Award
under the terms of the Plan.

    


    (x) "Participant(s)"
means collectively an Employee Participant, an Outside Director Participant
and/or a consultant or independent contractor/advisor Participant who hold(s)
outstanding Awards under the terms of the Plan.

    


    (y) "Performance
Goal" is a specific condition or goal, which may be set by the Committee as a
prerequisite to the vesting of a Stock Award in accordance with Section 9(b)
hereof.

    


    (z) "Retirement"
with respect to an Employee Participant means termination of employment, which
constitutes retirement under any tax-qualified plan maintained by the
Bank.  However, "Retirement" will not be deemed to have occurred for
purposes of this Plan if a Participant continues to serve as a consultant to or
on the Board of Directors of the Holding Company or its Affiliates even if such
Participant is receiving retirement benefits under any retirement plan of the
Holding Company or its Affiliates.  With respect to an Outside
Director Participant, "Retirement" means the termination of service from the
Board of Directors of the Holding Company or its Affiliates following written
notice to the Board as a whole of such Outside Director's intention to retire,
except that an Outside Director Participant shall not be deemed to have
"retired" for purposes of the Plan in the event he continues to serve as a
consultant to the Board or as an advisory director or director emeritus,
including pursuant to any retirement plan of the Holding Company or the
Bank.


    
      
         


      

      
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    (aa)           "Stock
Awards" are Awards of Common Stock which may vest immediately or over a period
of time.  Vesting of Stock Awards under Section 9 hereof may be
contingent upon the occurrence of specified events or the attainment of
specified performance goals as determined by the Committee.

    


    (bb)           "Termination
for Cause" shall mean, in the case of a Director, removal from the Board, or, in
the case of an Employee, termination of employment, in both such cases as
determined by the Board, because of Participant's personal dishonesty,
incompetence, willful misconduct, conduct damaging the reputation of the Bank or
the Holding Company, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule
or regulation (other than traffic violations or similar offenses) or in the case
of an employee without a written employment agreement with the Bank or Holding
Company, any other grounds provided for under employment policies of the Bank or
Holding Company in effect at the Effective Date or as amended from time to
time.

    


    
      ADMINISTRATION.

    

    


    (a)    The
Plan shall be administered by the Compensation Committee of the Board of
Directors or such other committee the Board may designate.  The
Committee is authorized, subject to the provisions of the Plan, to grant awards
to Employees and establish such rules and regulations as it deems necessary for
the proper administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or
advisable.  All determinations and interpretations made by the
Committee shall be binding and conclusive on all Employee Participants and
Outside Director Participants in the Plan and on their legal representatives and
beneficiaries.

    


    (b)    Awards
to Outside Directors of the Holding Company or its Affiliates, consultants or
independent contractors shall be granted by the Board or the Committee, pursuant
to the terms of this Plan.

    


    3.        TYPES
OF AWARDS AND RELATED RIGHTS.

    


    The
following Awards and related rights as described below in Paragraphs 6 through
12 hereof may be granted under the Plan:

    


    (a)  Non-statutory
Stock Options

    (b)  Incentive
Stock Options

    (c)  Limited
Rights

    
      (d)
Stock
Awards

    

    


    4.   
    STOCK SUBJECT TO THE
PLAN.

    


    Subject
to adjustment as provided in Section 15 hereof, the maximum number of shares of
Common Stock reserved for Awards under the Plan is 1,000,000
shares.    These shares of Common Stock may be either
authorized but unissued shares or authorized shares previously issued and
acquired or reacquired by the Holding Company, respectively.  To the
extent that Options and Stock Awards are granted under the Plan, the shares
underlying such Awards will be unavailable for any other use including future
grants under the Plan except that, to the extent that Stock Awards or Options
terminate, expire, or are forfeited without having vested or without having been
exercised (or in cases where a Limited Right has been granted in connection with
an option, the amount of such Limited Right received in lieu of the exercise of
such option), new Awards may be made with respect to those shares underlying
such terminated, expired or forfeited Options or Stock Awards.


    
      
         


      

      
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              ·

            	
              ELIGIBILITY.

            


    

    


    Subject
to the terms herein, all Employees and Outside Directors shall be eligible to
receive Awards under the Plan.  In addition, the Committee may grant
Awards to consultants and advisors of the Holding Company or an Affiliate, as it
sees fit.

    


    6.     
  NON-STATUTORY STOCK
OPTIONS.

    


    The
Committee may, subject to the limitations of the Plan and the availability of
shares reserved but unawarded under the Plan, from time to time, grant
Non-statutory Stock Options to Employees, Outside Directors, consultants or
independent contractors, upon such terms and conditions as the Committee may
determine and grant Non-statutory Stock Options in exchange for and upon
surrender of previously granted Awards under this Plan under such terms and
conditions as the Committee may determine.  Non-statutory Stock
Options granted under this Plan are subject to the following terms and
conditions:

    


    (a)  Exercise
Price.  The Exercise Price of each Non-statutory Stock Option
shall be determined by the Committee.  Such Exercise Price shall not
be less than 100% of the Fair Market Value of the Holding Company's Common Stock
on the Date of Grant.  Shares of Common Stock underlying a
Non-statutory Stock Option may be purchased only upon full payment of the
Exercise Price or upon operation of an Alternate Option Payment Mechanism set
out in Section 11 hereof.

    


    (b)  Terms of Non-statutory Stock
Options.  The term during which each Non-statutory Stock Option
may be exercised shall be determined by the Committee, but in no event shall a
Non-statutory Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant.  The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable. The shares of
Common Stock underlying each Non-statutory Stock Option installment may be
purchased in whole or in part by the Participant at any time during the term of
such Non-statutory Stock Option after such installment becomes
exercisable.  The Committee may, in its sole discretion, accelerate
the time at which any Non-statutory Stock Option may be exercised in whole or in
part.  The acceleration of any Non-statutory Stock Option under the
authority of this paragraph shall create no right, expectation or reliance on
the part of any other Participant or that certain Participant regarding any
other unaccelerated Non-statutory Stock Options.  Unless determined
otherwise by the Committee and except in the event of the Participant's death or
pursuant to a domestic relations order, a Non-statutory Stock Option is not
transferable and may be exercisable in his or her lifetime only by the
Participant to whom it is granted.  Upon the death of a Participant, a
Non-statutory Stock Option is transferable by will or the laws of descent and
distribution.

     

    
      
         


      

      
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    The
Committee may, however, in its sole discretion, permit transferability or
assignment of  a Non-statutory Stock Option if such transfer or
assignment is, in its sole determination, for valid estate planning purposes and
such transfer or assignment is permitted under the Code and Rule 16b-3 under the
Exchange Act.  For purposes of this Section 6(b), a transfer for valid
estate planning purposes includes, but is not limited to:  (a) a
transfer to a revocable intervivos trust as to which the Participant is both the
settlor and trustee, (b) a transfer for no consideration to:  (i) any
member of the Participant’s Immediate Family, (ii) any trust solely for the
benefit of members of the Participant’s Immediate Family, (iii) any partnership
whose only partners are members of the Participant’s Immediate Family, and (iv)
any limited liability corporation or corporate entity whose only members or
equity owners are members of the Participant’s Immediate Family, or (c) a
transfer to the First Place Bank Community Foundation.  For purposes
of this Section 6(b), “Immediate Family” includes, but is not necessarily
limited to, a Participant’s parents, grandparents, spouse, children,
grandchildren, siblings (including half brothers and sisters), and individuals
who are family members by adoption.  Nothing contained in this Section
6(b) shall be construed to require the Committee to give its approval to any
transfer or assignment of any Non-statutory Stock Option or portion thereof, and
approval to transfer or assign any Non-statutory Stock Option or portion thereof
does not mean that such approval will be given with respect to any other
Non-statutory Stock Option or portion thereof.  The transferee or
assignee of any Non-statutory Stock Option shall be subject to all of the terms
and conditions applicable to such Non-statutory Stock Option immediately prior
to the transfer or assignment and shall be subject to any other conditions
proscribed by the Committee with respect to such Non-statutory Stock
Option.

    


    (c)    NSO
Agreement.  The terms and conditions of any Non-statutory Stock
Option granted shall be evidenced by an agreement (the "NSO Agreement"), which
shall be subject to the terms and conditions of the Plan. No Award of
Non-statutory Options under the Plan shall be effective until an executed NSO
Agreement is delivered and accepted by a Participant.

    


    (d)  Termination of Employment or
Service.   Unless otherwise determined by the Committee,
upon the termination of a Participant's employment or service for any reason
other than Disability, death or Termination for Cause, the Participant's
Non-statutory Stock Options shall be exercisable only as to those shares that
were immediately exercisable by the Participant at the date of termination and
only for a period of three months following termination, except that in the
event of termination upon Retirement, such Non-statutory Stock Options shall be
exercisable for a period of one year.  Notwithstanding any provisions
set forth herein or contained in any NSO Agreement relating to an award of a
Non-statutory Stock Option, in the event of termination of the Participant's
employment or service for Disability or death, all Non-statutory Stock Options
held by such Participant shall immediately vest and be exercisable for one year
after such termination of service, and, in the event of a Termination for Cause,
all rights under the Participant's Non-statutory Stock Options shall expire
immediately upon such Termination for Cause.

    


    7.     
 INCENTIVE STOCK
OPTIONS.

    


    The
Committee may, subject to the limitations of the Plan and the availability of
shares reserved but unawarded under the Plan, from time to time, grant Incentive
Stock Options to Employees upon such terms and conditions as the Committee may
determine.  Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

     

    
      
         


      

      
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    (a) Exercise Price. The
Exercise Price of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Common Stock on the Date of Grant. However, if at the
time an Incentive Stock Option is granted to an Employee Participant, such
Employee Participant owns Common Stock representing more than 10% of the total
combined voting securities of the Holding Company (or, under Section 424(d) of
the Code, is deemed to own Common Stock representing more than 10% of the total
combined voting power of all classes of stock of the Holding Company, by reason
of the ownership of such classes of stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of such Employee
Participant, or by or for any corporation, partnership, estate or trust of which
such Employee Participant is a shareholder, partner or beneficiary) ("10%
Owner"), the Exercise Price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Option shall not be less than 110% of the Fair
Market Value of the Common Stock on the Date of Grant. Shares may be purchased
only upon payment of the full Exercise Price or upon operation of an Alternate
Option Payment Mechanism set out in Section 11 hereof.

     

    (b) Amounts of Incentive Stock
Options. Incentive Stock Options may be granted to any Employee in such
amounts as determined by the Committee; provided that the amount granted is
consistent with the terms of Section 422 of the Code. In the case of an Option
intended to qualify as an Incentive Stock Option, the aggregate Fair Market
Value (determined as of the time the Option is granted) of the Common Stock with
respect to which Incentive Stock Options granted are exercisable for the first
time by the Employee Participant during any calendar year (under all plans of
the Employee Participant's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000. The provisions of this Section 7(b)
shall be construed and applied in accordance with Section 422(d) of the Code and
the regulations, if any, promulgated thereunder. To the extent an Award of an
Incentive Stock Option under this Section 7 exceeds this $100,000 limit, the
portion of the Award in excess of such limit shall be deemed a Non-statutory
Stock Option. The Committee shall have discretion to redesignate Options granted
as Incentive Stock Options as Non-Statutory Stock Options. Such Non-statutory
Stock Options shall be subject to Section 6 hereof.

     

    (c) Terms of Incentive Stock
Options. The term during which each Incentive Stock Option may be
exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
an Employee Participant who is a 10% Owner, the Incentive Stock Option granted
to such Employee Participant shall not be exercisable after the expiration of
five years from the Date of Grant. No Incentive Stock Option is transferable
except by will or the laws of descent and distribution and is exercisable in his
or her lifetime only by the Employee Participant to whom it is granted. The
designation of a beneficiary does not constitute a transfer.

     

    The
Committee shall determine the date on which each Incentive Stock Option shall
become exercisable. The shares comprising each installment of the Incentive
Stock Option may be purchased in whole or in part at any time during the term of
such Option after such installment becomes exercisable. The Committee may, in
its sole discretion, accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part. The acceleration of any Incentive Stock Option
under the authority of this paragraph shall not create a right, expectation or
reliance on the part of any other Participant or that certain Participant
regarding any other unaccelerated Incentive Stock Options.

     

    (d) ISO Agreement. The
terms and conditions of any Incentive Stock Option granted shall be evidenced by
an agreement (the "ISO Agreement"), which shall be subject to the terms and
conditions of the Plan. No Award of Incentive Stock Options under the Plan shall
be effective until an executed ISO Agreement is delivered and accepted by a
Participant


    
      
         


      

      
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    (e)  Termination of
Employment.  Unless otherwise determined by the Committee, upon
the termination of an Employee Participant's employment for any reason other
than Disability, death or Termination for Cause, the Employee Participant's
Incentive Stock Options shall be exercisable only as to those shares that were
immediately exercisable by the Participant at the date of termination and only
for a period of three months following termination, except that in the event of
termination upon Retirement, such Incentive Stock Options shall be exercisable
for a period of one year.  Notwithstanding any provision set forth
herein or contained in any ISO Agreement relating to an award of an Incentive
Stock Option, in the event of termination of the Employee Participant's
employment for Disability or death, all Incentive Stock Options held by such
Employee Participant shall immediately vest and be exercisable for one year
after such termination, and, in the event of Termination for Cause, all rights
under the Employee Participant's Incentive Stock Options shall expire
immediately upon termination.  No Incentive Stock Option shall be
eligible for treatment as an Incentive Stock Option in the event such Incentive
Stock Option is exercised more than three months following the date of
Participant's cessation of employment, other than on account of Disability or
death.  In no event shall an Incentive Stock  Option be
exercisable beyond the expiration of the Incentive Stock Option
term.

    


    (f)    Compliance with
Code.  The Incentive Stock Options granted under this Section
7  are intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Code, but the Holding Company makes no warranty as
to the qualification of any Option as an incentive stock option within the
meaning of Section 422 of the Code.  All Options that do not so
qualify shall be treated as Non-statutory Stock Options.

    


    8.   
   LIMITED
RIGHT.

    


    Simultaneously
with the grant of any Option to an Employee or Outside Director, the Committee
may grant a Limited Right with respect to all or some of the shares covered by
such Option.  Limited Rights granted under this Plan are subject to
the following terms and conditions:

    


    (a)  Terms of
Rights.  In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right.  A Limited Right may be exercised only in the event
of a Change in Control.

    


    The
Limited Right may be exercised only when the underlying Option is eligible to be
exercised, and only when the Fair Market Value of the underlying shares on the
day of exercise is greater than the Exercise Price of the underlying
Option.

    


    Upon
exercise of a Limited Right, the underlying Option shall cease to be
exercisable.  Upon exercise or termination of an Option, any related
Limited Rights shall terminate.  The Limited Rights may be for no more
than 100% of the difference between the purchase price and the Fair Market Value
of the Common Stock subject to the underlying option.  The Limited
Right is transferable only when the underlying option is transferable and under
the same conditions.

    


    (b)  Payment.  Upon
exercise of a Limited Right, the holder shall promptly receive from the Holding
Company an amount of cash equal to the difference between the Exercise Price of
the underlying option and the Fair Market Value of the Common Stock subject to
the underlying Option on the date the Limited Right is exercised, multiplied by
the number of shares with respect to which such Limited Right is
exercised.  Payments shall be less any applicable tax withholding as
set forth in Section 16 hereof.


    
      
         


      

      
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    9.       STOCK
AWARD.

    


    The
Committee may, subject to the limitations of the Plan, from time to time, make
an Award of shares of Common Stock to Employees and Outside Directors ("Stock
Awards").  The Stock Awards shall be made subject to the following
terms and conditions:

    


    (a)  Payment of the Stock
Award.  The Stock Award may only be made in whole shares of
Common Stock.  Stock Awards may only be granted from shares reserved
under the Plan but unawarded at the time the new Stock Award is
made.

    


    (b)  Terms of the Stock
Awards.  The Committee shall determine the dates on which Stock
Awards granted to a Participant shall vest and any specific conditions or
performance goals which must be satisfied prior to the vesting of any
installment or portion of the Stock Award.

    


    (c)   Stock Award
Agreement. The terms and conditions of any Stock Award shall be evidenced
by an agreement (the "Stock Award Agreement") which such Stock Award Agreement
will be subject to the terms and conditions of the Plan.  Each Stock
Award Agreement shall set forth:

    


    (i)  the
period over which the Stock Award will vest; and

    


    (ii) the
performance goals, if any, which must be satisfied prior to the vesting of any
installment or portion of the Stock Award.  The performance goals may
be set by the Committee on an individual level, for all Participants, for all
Awards made during a given period of time, or for all Awards for indefinite
periods.

    


    (d)  Certification of Attainment
of the Performance Goal.  No Stock Award or portion thereof
that is subject to a performance goal is to be distributed to an Employee
Participant until the Committee certifies that the underlying performance goal
has been achieved, or in the case of an Outside Director Participant, until an
independent third party presents a certification to the Board that the
underlying performance goal associated with a Stock Award has been
achieved.

    


    (e)  Termination of Employment or
Service.  Unless otherwise determined by the Committee, upon
the termination of a Participant's employment or service for any reason other
than Disability, death or Termination for Cause, the Participant's unvested
Stock Awards as of the date of termination shall be forfeited and any rights the
Participant had to such unvested Stock Awards shall become null and
void.  Notwithstanding any provisions set forth herein or contained in
any Stock Award Agreement:

    


    (i) in the event of termination of the
Participant's employment or service due to death, all unvested Stock Awards held
by the Participant, including any portion of a Stock Award subject to a
performance goal, shall immediately vest; and

    


    (ii)  in the event of
termination of the Participant's employment or service due to disability, all
unvested Stock Awards held by the Participant, including any portion of a stock
award subject to a performance goal, shall vest (a) on the first day of the
first full month following the date that is six months after the date of
termination if, on the date of termination, Participant is a Specified Employee
as defined in Internal Revenue Code §409A, and such code section and the
associated regulations so require, or (b) on the date of termination if
Participant is not a Specified Employee as defined in Internal Revenue Code
§409A; and


    
      
         


      

      
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    (iii) in the event of the Participant’s
Termination for Cause, the Participant’s unvested Stock Awards as of the date of
such Termination shall be forfeited and any rights the Participant had to such
unvested Stock Awards shall become null and void.

    


    (f)  Non-Transferability.  Except
to the extent permitted by the Code, the rules promulgated under Section 16(b)
of the Exchange Act or any successor statutes or rules:

    


    (i)  The
recipient of a Stock Award shall not sell, transfer, assign, pledge, or
otherwise encumber shares subject to the Stock Award until full vesting of such
shares has occurred.  For purposes of this section, the separation of
beneficial ownership and legal title through the use of any "swap" transaction
is deemed to be a prohibited encumbrance.

    


    (ii)  Unless
determined otherwise by the Committee and except in the event of the
Participant's death or pursuant to a domestic relations order, a Stock Award is
not transferable and may be earned in his or her lifetime only by the
Participant to whom it is granted.  Upon the death of a Participant,
a  Stock Award is transferable by will or the laws of descent and
distribution.  The designation of a beneficiary does not constitute a
transfer.

    


    (iii)  If
a recipient of a Stock Award is subject to the provisions of Section 16 of the
Exchange Act, shares of Common Stock subject to such Stock Award may not,
without the written consent of the Committee (which consent may be given in the
Stock Award Agreement), be sold or otherwise disposed of within six months
following the date of grant of the Stock Award.

    


    (g)  Accrual of
Dividends.  Whenever shares of Common Stock underlying a Stock
Award are distributed to a Participant or beneficiary thereof under the Plan,
such Participant or beneficiary shall also be entitled to receive, with respect
to each such share distributed, a payment equal to any cash dividends or
distributions (other than distributions in shares of Common Stock) and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between the date the
relevant Stock Award was granted and the date the relevant Stock Award or
installment thereof is distributed.

    


    (h)  Voting of Stock
Awards.  All shares of Common Stock, which have not vested,
shall be voted by the Holding Company, taking into account the best interests of
the recipients of Stock Awards.

    


    10.    
 PAYOUT
ALTERNATIVES.

    


    Payments
due to a Participant upon the exercise or redemption of an Award, may be made
subject to the following terms and conditions:

    


    (a) 
Discretion of the
Committee. The Committee has the sole discretion to determine what form
of payment (whether monetary, Common Stock, a combination of payout alternatives
or otherwise) it shall use in making distributions of payments for all Awards.
If the Committee requests any or all Participants to make an election as to form
of distribution or payment, it shall not be considered bound by the
election.


    
      
         


      

      
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    (b)    Payment in the form of
Common Stock.  Any shares of Common Stock tendered in
satisfaction of an obligation arising under this Plan shall be valued at the
Fair Market Value of the Common Stock on the day preceding the date of the
issuance of such stock to the Participant.

    


    11.    
ALTERNATE OPTION
PAYMENT MECHANISM.

    


    The
Committee has sole discretion to determine what form of payment it will accept
for the exercise of an Option.  The Committee may indicate acceptable
forms in the ISO or NSO Agreement covering such Options or may reserve its
decision to the time of exercise.  No Option is to be considered
exercised until payment in full is accepted by the Committee or its
agent.

    


    (a)  Cash
Payment.  The exercise price may be paid in cash or by
certified check.

    


    (b)  Borrowed
Funds.  To the extent permitted by law, the Committee may
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.

    


    (c)  Exchange of Common
Stock.

    


    (i)    The
Committee may permit payment by the tendering of previously acquired shares of
Common Stock but only in instances where the shares to be surrendered have been
held  by the Participant for a period of at least six (6)
months.

    


    (ii)    Any
shares of Common Stock tendered in payment of the exercise price
of  an Option shall be valued at the Fair Market Value of the Common
Stock on the date prior to the date of exercise.

    


    12.    
RIGHTS OF A
SHAREHOLDER: NONTRANSFERABILITY.

    


    No
Participant shall have any rights as a shareholder with respect to any shares of
Common Stock covered by an Option until the date of issuance of a stock
certificate for such shares.  Nothing in this Plan or in any Award
granted confers on any person any right to continue in the employ or service of
the Holding Company or its Affiliates or interferes in any way with the right of
the Holding Company or its Affiliates to terminate a Participant's services as
an officer or other employee at any time.

    


    Except as
permitted under the Code (with respect to Incentive Stock Options) and the rules
promulgated pursuant to Section 16(b) of the Exchange Act or any successor
statutes or rules, no Award under the Plan shall be transferable by the
Participant other than by will or the laws of intestate succession or pursuant
to a domestic relations order or unless determined otherwise by the
Committee.

    


    13.    
AGREEMENT WITH
GRANTEES.

    


    Each
Award will be evidenced by a written agreement(s) (whether constituting an NSO
Agreement, ISO Agreement, Stock Award Agreement or any combination thereof),
executed by the Participant and the Holding Company or its Affiliates that
describes the conditions for receiving the Awards including the date of Award,
the Exercise Price if any, the terms or other applicable periods, and other
terms and conditions as may be required or imposed by the Plan, the Committee,
or the Board, and may describe or specify tax law considerations or applicable
securities law considerations.


    
      
         


      

      
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    14.
     DESIGNATION OF
BENEFICIARY.

    


    A
Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled.  Such designation will be made upon forms
supplied by and delivered to the Holding Company and may be revoked in
writing.  If a Participant fails effectively to designate a
beneficiary, then the Participant's estate will be deemed to be the
beneficiary.

    


    15.     
DILUTION AND OTHER
ADJUSTMENTS.

    


    In the
event of any change in the outstanding shares of Common Stock  by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, or in the event a capital
distribution is made, the Committee will make such adjustments to Awards to
prevent dilution, diminution or enlargement of the rights of the Participant, as
the Committee deems appropriate, including any or all of the
following:

    


    (a)    adjustments
in the aggregate number or kind of shares of Common Stock or other securities
that may underlie future Awards under the Plan;

    


    (b)    adjustments
in the aggregate number or kind of shares of Common Stock or other securities
underlying Awards already made under the Plan;

    


    (c)    adjustments
in the exercise price of outstanding Incentive and/or Non-statutory Stock
Options, or any Limited Rights attached to such Options.

    


           Alternatively,
the Committee could provide the participant with a cash benefit for shares
underlying vested, but unexercised options, in order to achieve the
aforementioned effect.  All awards under this Plan shall be binding
upon any successors or assigns of the Holding Company.

    


    16.   
 TAX
WITHHOLDING.

    


    Awards
under this Plan shall be subject to tax withholding to the extent required by
any governmental authority.  Any withholding shall comply with Rule
16b-3 or any amendment or successive rule.  Shares of Common Stock
withheld to pay for tax withholding amounts shall be valued at their Fair Market
Value on the date the Award is deemed taxable to the Participant.  To
the extent that the Holding Company permits withholding obligations to be met by
the retention of Common Stock to which a Participant otherwise would be entitled
pursuant to an Award, the fair market value of the Common Stock retained for
such purpose shall not exceed the minimum required Federal, state and local tax
withholding due upon exercise of the Award.

    



    
      
         


      

      
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    17. 
    AMENDMENT OF THE
PLAN.

    


    The Board
may at any time, and from time to time, subject to applicable rules and
regulations, modify or amend the Plan, or any Award granted under the Plan, in
any respect, prospectively or retroactively; provided however, that provisions
governing grants of Incentive Stock Options, unless permitted by the rules and
regulations or staff pronouncements promulgated under the Code shall be
submitted for shareholder approval to the extent required by such law,
regulation or interpretation. In no event shall the Board of Directors without
shareholder approval amend the Plan or shall the Committee amend an NSO
Agreement or ISO Agreement in any manner that allows the repricing of any Option
previously granted under the Plan either through a reduction in the Exercise
Price or through the cancellation and re-grant of a new Option in exchange for
the cancelled Option.

    


    Failure
to ratify or approve amendments or modifications by shareholders shall be
effective only as to the specific amendment or modification requiring such
ratification.  Other provisions, sections, and subsections of this
Plan will remain in full force and effect.

    


    No such
termination, modification or amendment may adversely affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.

    


    18.   
  EFFECTIVE DATE
OF PLAN.

    


    The Plan
shall become effective on the Effective Date, and Awards may be granted as of or
after the Effective Date and prior to termination of the Plan.  The
failure to obtain shareholder ratification which would provide for preferential
tax treatment for Incentive Stock Options will not affect the validity of the
Plan and the Options thereunder, provided, however, that if the Plan is not
ratified and approved by the requisite vote of the outstanding voting shares of
the Holding Company, the Plan shall remain in full force and effect, and any
Incentive Stock Options granted under the Plan shall be deemed to be
Non-statutory Stock Options.

    


    19.   
  TERMINATION OF
THE PLAN.

    


    The right
to grant Awards under the Plan will terminate upon the earlier of: (i) ten (10)
years after the Effective Date; (ii) the issuance of a number of shares of
Common Stock pursuant to the exercise of Options or the distribution of Stock
Awards which together with the exercise of Limited Rights is equivalent to the
maximum number of shares reserved under the Plan as set forth in Section
4.  The Board has the right to suspend or terminate the Plan at any
time, provided that no such action will, without the consent of a Participant,
adversely affect a Participant's vested rights under a previously granted
Award.

    


    20.  
   APPLICABLE
LAW.

    


    The Plan
will be administered in accordance with the laws of the State of Delaware and
applicable federal law.

    


    21.   
  DELEGATION OF
AUTHORITY.

    


    The
Committee may delegate all authority for: the determination of forms of payment
to be made by or received by the Plan; the execution of Award agreements; the
determination of Fair Market Value; and the determination of all other aspects
of administration of the Plan to the executive officer(s) of the Holding Company
or the Bank.  The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of the
Holding Company or the Bank for determinations to be made pursuant to the Plan,
including the attainment of performance goals.  However, only the
Committee or a portion of the Committee may certify the attainment of a
performance goal.

     

    
      
         


      

      
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    In
Witness Whereof, First Place Financial Corp. originally established this Plan in
accordance with approval by shareholders as of September 21,
2004.  The Board of Directors amended the Plan as of November 16,
2010.

    


    
      
        
          
            
              
                	 	 	FIRST
      PLACE FINANCIAL CORP.	 
	 
      	 
      	 	 
      	 
      
	
                        November
      16, 2010

                      	
                         
      

                      	      
                        By:

                      	
                        s/
      Samuel A. Roth

                      	 
      
	
                        Date

                      	 
      	 	
                        Samuel
      A. Roth

                      	 
      
	 
      	 
      	 	
                        Chairman
      of the Board

                      	 
      
	 
      	 
      	 	 
      	 
      
	
                        ADOPTED
      BY THE BOARD OF DIRECTORS:

                      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                        November
      16, 2010

                      	
                         
      

                      	      
                        By: 

                      	
                        s/
      J. Craig Carr

                      	 
      
	
                        Date

                      	 
      	 	
                        J.
      Craig Carr

                      	 
      
	 
      	 
      	 	
                        Secretary

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
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