##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    June 30, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 0-25049
      FIRST PLACE FINANCIAL
    CORP.
 (Exact name of registrant as
    specified in its charter)
      Delaware

34-1880130(State or other jurisdiction
    of incorporation)

(IRS Employer
    Identification Number)   185 E. Market
    Street, Warren, OH 44481 (Address
    of principal executive offices)
  (330) 373-1221
 (Registrants telephone
    number, including area code)
      Securities
    Registered Pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market   Securities
    Registered Pursuant to Section 12(g) of the Act:
 None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K  Form 10-K.




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##### Table of Contents





PART I
  Forward-Looking
    Statements
  Form 10-K,
  Item 1.
    Business  General.
         2




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##### Table of Contents



Note 2 Consolidated Financial Statements
        www.firstplacebank.com Form 10-K, Form 10-Q, Form 8-K,
 3




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##### Table of Contents



1-800-SEC-0330. www.sec.gov
  Market Area.
           4




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Competition.
  Lending
    Activities
  General.
   5




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##### Table of Contents



Loan Portfolio Composition.
  At June 30,2008


2007


2006


2005


2004Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent(Dollars in thousands)1-4 family residential real estate loansPermanent financing

$
935,285



35.3
%

$
984,135



39.2
%

$
950,133



40.4
%

$
643,617



35.1
%

$
698,002



46.5
%Construction


79,725



3.0
%


95,653



3.8
%


173,778



7.4
%


162,677



8.9
%


104,133



6.9
%Total


1,015,010



38.3
%


1,079,788



43.0
%


1,123,911



47.8
%


806,294



44.0
%


802,135



53.4
%Commercial loansMultifamily real estate


103,699



3.9
%


134,308



5.4
%


106,999



4.5
%


87,712



4.8
%


89,575



6.0
%Commercial real estate


815,384



30.8
%


565,342



22.5
%


429,694



18.3
%


396,206



21.7
%


259,681



17.3
%Commercial construction


104,275



3.9
%


96,768



3.9
%


75,491



3.2
%


79,206



4.3
%


24,526



1.6
%Commercial non real estate


210,772



8.0
%


250,475



10.0
%


243,945



10.4
%


152,779



8.3
%


120,743



8.1
%Total


1,234,130



46.6
%


1,046,893



41.8
%


856,129



36.4
%


715,903



39.1
%


494,525



33.0
%Consumer loansHome equity lines of credit


196,862



7.4
%


187,305



7.5
%


191,658



8.2
%


171,982



9.4
%


115,608



7.7
%Home equity


163,132



6.2
%


180,868



7.2
%


170,189



7.2
%


124,041



6.8
%


65,973



4.4
%Automobiles and other


39,643



1.5
%


12,838



0.5
%


8,897



0.4
%


12,901



0.7
%


22,280



1.5
%Total


399,637



15.1
%


381,011



15.2
%


370,744



15.8
%


308,924



16.9
%


203,861



13.6
%Total loans receivable


2,648,777



100.0
%


2,507,692



100.0
%


2,350,784



100.0
%


1,831,121



100.0
%


1,500,521



100.0
%Allowance for loan losses


(28,216
)






(25,851
)






(22,319
)






(18,266
)






(16,528
)Loans receivable, net

$
2,620,561






$
2,481,841






$
2,328,465






$
1,812,855






$
1,483,993   Loan Originations.
   6




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Loan Maturity and Repricing. due-on-sale
  At June 30, 2008Real Estate


Commercial


Consumer


Total LoansMortgage


Loans


Loans


Receivable(Dollars in thousands)Amounts due:Within one year

$
104,735


$
473,316


$
37,501


$
615,552After one year:More than one year to five years


106,226



528,540



83,892



718,658More than five years


804,049



232,274



278,244



1,314,567Total due after June 30, 2009


910,275



760,814



362,136



2,033,225Total amount due

$
1,015,010


$
1,234,130


$
399,637


$
2,648,777     Due After June 30, 2009Real Estate


Commercial


Consumer


Total LoansMortgage


Loans


Loans


Receivable(Dollars in thousands)Fixed-rate loans

$
361,046


$
264,960


$
110,845


$
736,851Adjustable-rate loans


549,229



495,854



251,291



1,296,374Total loans

$
910,275


$
760,814


$
362,136


$
2,033,225   One- to Four-Family Lending.
   7




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Construction Lending.
        and/or
   8




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Multifamily Lending.
    Commercial Real Estate Lending.
  and/or
  Commercial Non Real Estate Lending.
   9




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Consumer Lending.
    Sale of Mortgage Loans.
  Note 15 Consolidated Financial Statements
  Loan Approval Procedures and Authority.
   10




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Residential Loan Servicing
    Activities.
     11




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Asset
    Quality
  Delinquent Loans. and/or
  Nonperforming Assets
  At June 30,2008


2007


2006


2005


2004(Dollars in thousands)Past due 30-89 daysReal estate mortgage loans

$
16,970


$
10,856


$
6,300


$
4,578


$
4,342Commercial loans


14,628



5,356



3,481



1,973



1,767Consumer loans


3,457



3,772



969



1,057



562Total past due 30-89 days


35,055



19,984



10,750



7,608



6,671Past due 90 days or moreReal estate mortgage loans


32,028



20,071



8,929



8,621



8,832Commercial loans


9,880



8,782



3,800



1,563



829Consumer loans


7,684



4,552



3,057



1,809



1,353Total past due 90 days or more


49,592



33,405



15,786



11,993



11,014Total delinquent loans

$
84,647


$
53,389


$
26,536


$
19,601


$
17,685Delinquent loans to total loans(1)


3.20
%


2.13
%


1.13
%


1.07
%


1.17
%     (1)
    
    Total loans represent loans receivable, net of deferred fees and
    costs and less loans in process.   12




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Classified Assets.
         13




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Nonperforming Assets.
  At June 30,2008


2007


2006


2005


2004(Dollars in thousands)Nonperforming assets:Real estate mortgage loans

$
32,028


$
20,071


$
9,353


$
8,621


$
8,832Commercial loans


9,880



8,782



3,800



1,563



829Consumer loans


7,684



4,552



3,057



1,809



1,353Total nonaccrual loans


49,592



33,405



16,210



11,993



11,014Troubled debt restructurings


1,130



557



561



612



625Total nonperforming loans


50,722



33,962



16,771



12,605



11,639Repossessed assets


23,695



6,716



3,924



3,006



3,004Total nonperforming assets

$
74,417


$
40,678


$
20,695


$
15,611


$
14,643Nonperforming loans as a percent of total loans


1.91
%


1.35
%


0.71
%


0.69
%


0.78
%Nonperforming assets as a percent of total assets


2.23



1.26



0.66



0.62



0.65   Allowance for Loan Losses. 03-3. 03-3.
   14




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At or for the Years Ended June 30,2008


2007


2006


2005


2004(Dollars in thousands)Balance at beginning of period

$
25,851


$
22,319


$
18,266


$
16,528


$
9,603Provision for loan losses


16,467



7,391



5,875



3,509



4,896Allowances acquired through mergers


398







525







4,506Charge-offs:Real estate mortgage loans:One- to four-family


4,436



832



812



962



1,649Construction


681



583



192



379



117Commercial


5,382



1,825



1,599



1,158



310Consumer


4,376



1,152



519



743



997Total charge-offs


14,875



4,392



3,122



3,242



3,073Recoveries:Real estate mortgage loans:One- to four-family


97



203



71



106



332Construction






2



11



53



15Commercial


172



204



525



931



27Consumer


106



124



168



381



222Total recoveries


375



533



775



1,471



596Net charge-offs


14,500



3,859



2,347



1,771



2,477Balance at end of period

$
28,216


$
25,851


$
22,319


$
18,266


$
16,528Allowance for loan losses as a percent of loans(1)


1.07
%


1.03
%


0.95
%


1.00
%


1.10
%Allowance for loan losses as a percent of nonperforming loans(2)


55.63
%


76.12
%


133.08
%


144.91
%


142.01
%Net charge-offs as a percent of average loans


0.56
%


0.16
%


0.12
%


0.11
%


0.23
%     (1)
    
    Loans represent total loans receivable.(2)
    
    Nonperforming loans represent nonaccrual loans and troubled debt
    restructurings. 15




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At June 30,2008


2007


2006


2005


2004Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent(Dollars in thousands)One- to four- family loans

$
11,675



41.4
%

$
8,279



43.0
%

$
5,707



47.8
%

$
4,867



44.0
%

$
6,445



53.4
%Commercial loans


13,091



46.4
%


15,078



41.8
%


14,309



36.4
%


11,828



39.1
%


7,888



33.0
%Consumer loans


3,450



12.2
%


2,494



15.2
%


2,303



15.8
%


1,571



16.9
%


2,195



13.6
%Total allowance for loan losses

$
28,216



100.00
%

$
25,851



100.00
%

$
22,319



100.00
%

$
18,266



100.00
%

$
16,528



100.00
%   Real Estate Owned.
  Investment
    Activities
     16




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Securities.
  At June 30,2008


2007


2006Percent of





Percent of





Percent ofAmount


Total


Amount


Total


Amount


Total(Dollars in thousands)Securities available for sale:U.S. government agencies and other government sponsored
    enterprises

$
41,232



14.5
%

$
60,660



21.3
%

$
73,871



24.4
%Obligations of states and political subdivisions


66,519



23.4
%


46,556



16.3
%


41,582



13.7
%Equity securities


3,369



1.2
%


3,786



1.3
%


3,845



1.3
%Trust preferred securities and corporate debt


10,520



3.7
%


15,654



5.5
%


17,938



5.9
%Mutual funds


15,609



5.5
%


33,658



11.8
%


33,566



11.1
%Fannie Mae and Freddie Mac preferred stock


9,257



3.2
%


18,475



6.5
%


19,643



6.5
%Total debt and equity securities


146,506



51.5
%


178,789



62.7
%


190,445



62.9
%Mortgage-backed securities and collateralized mortgage
    obligations


137,927



48.5
%


106,453



37.3
%


112,549



37.1
%Total securities available for sale

$
284,433



100.0
%

$
285,242



100.0
%

$
302,994



100.0
%     At June 30, 2008More Than One


More Than FiveOne Year or Less


Year to Five Years


Years to Ten Years


More Than Ten Years


TotalWeighted





Weighted





Weighted





Weighted





WeightedAmortized


Average


Amortized


Average


Amortized


Average


Amortized


Average


Amortized


AverageCost


Yield


Cost


Yield


Cost


Yield


Cost


Yield


Cost


Yield(Dollars in thousands)Debt securities available for sale:U.S. government agencies and other government sponsored
    enterprises

$
6,507



4.16
%

$
34,998



3.82
%

$







$







$
41,505



3.88
%Obligations of states and political subdivisions(1)


2,857



7.03
%


6,956



4.65
%


10,656



4.65
%


47,060



5.92
%


67,529



5.64
%Trust preferred securities and corporate debt


























13,179



3.85
%


13,179



3.85
%Mortgage-backed securities and collateralized mortgage
    obligations


912



5.94
%


750



3.63
%


9,545



4.37
%


127,337



5.21
%


138,544



5.14
%Total debt securities available for sale

$
10,276



5.11
%

$
42,704



3.96
%

$
20,201



4.52
%

$
187,576



5.29
%

$
260,757



5.01
%     (1)
    
    Rates on obligations of states and political subdivisions are
    fully taxable equivalent rates. 17




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Sources
    of Funds
  General.
  Deposits.
        For the Years Ended June 30,2008


2007


2006(In thousands)Beginning balance

$
2,240,696


$
2,060,747


$
1,709,339Merger with The Northern Savings & Loan Company










253,987Citizens Branch Acquisition






200,146



Merger with HBLS Bank


39,970







Merger with OC Financial


44,185







Net deposits (withdrawals)


(26,310
)


(87,123
)


54,165Interest credited on deposit accounts


70,551



66,926



43,256Total increase in deposit accounts


128,396



179,949



351,408Ending balance

$
2,369,092


$
2,240,696


$
2,060,747   Borrowings.
 18




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##### Table of Contents



Note 10 Consolidated Financial Statements Item 8 10-K
    Personnel
    FEDERAL
    AND STATE TAXATION
  Federal
    Taxation
  General.
 19




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##### Table of Contents



Bad Debt Reserve.
      Corporate Alternative Minimum Tax.
  Dividends Received Deduction and Other
    Matters.
  Ohio
    Taxation
    Franchise Tax 
 20




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Tangible personal property tax
  Commercial activity tax
  Taxation
    by States Other Than Ohio
  Delaware 
  Michigan 
  Pennsylvania 
  Indiana 
  North Carolina 
  Municipal
    Taxation
   21




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##### Table of Contents



REGULATION AND
    SUPERVISION
  General
    Form 10-K and/or
  Federal
    Savings Institution Regulation
  Business Activities.
  Loans-to-One Borrower.
  Qualified Thrift Lender Test.
  Limitation on Capital Distributions.
 22




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Liquidity.
  Assessments.
  Branching.
  Transactions with Related Parties.
   23




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Enforcement.
  Standards for Safety and Soundness.
  Capital Requirements.
   24




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##### Table of Contents



case-by-case
  Prompt Corrective Regulatory Action.
    Insurance of Deposit Accounts.
 25




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##### Table of Contents



Community Reinvestment Act.
  Federal Home Loan Bank System.
    Federal Reserve System.
 26




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##### Table of Contents



Holding Company Regulation.
      Federal Securities Laws.
  Financial Modernization Act of 1999.
  
    allows bank holding companies meeting management, capital and
    Community Reinvestment Act standards to engage in a
    substantially broader range of nonbanking activities than was
    permissible prior to enactment, including insurance underwriting
    and making merchant banking investments in commercial and
    financial companies;
    allows insurers and other financial services companies to
    acquire banks;
    removes various restrictions that applied to bank holding
    company ownership of securities firms and mutual fund advisory
    companies; and
    establishes the overall regulatory structure applicable to bank
    holding companies that also engage in insurance and securities
    operations.    International Money Laundering Abatement and Financial
    Anti-Terrorism Act of 2001.
 27




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Sarbanes-Oxley Act of 2002. non-U.S.,
    
    the creation of an independent accounting oversight board;
    auditor independence provisions, which restrict non-audit
    services that accountants may provide to their audit clients;
    additional corporate governance and responsibility measures,
    including the requirement that the chief executive officer and
    chief financial officer certify financial statements;
    a requirement that management report on the effectiveness of
    internal controls over financial reporting and that auditors
    opine on managements evaluation of internal controls
    (first required to be implemented at the Company during fiscal
    2005);
    the forfeiture of bonuses or other incentive-based compensation
    and profits from the sale of an issuers securities by
    directors and senior officers in the 12 month period
    following initial publication of any financial statements that
    later require restatement;
    an increase in the oversight of, and enhancement of certain
    requirements relating to audit committees of public companies
    and how they interact with their independent auditors;
    a requirement that audit committee members must be independent
    and are absolutely barred from accepting consulting, advisory or
    other compensatory fees from the issuer;
    a requirement that companies disclose whether at least one
    member of the committee is an audit committee financial
    expert (as such term will be defined by the SEC) and if
    not, why not;
    expanded disclosure requirements for corporate insiders,
    including accelerated reporting of stock transactions by
    insiders and a prohibition on insider trading during pension
    blackout periods;
    a prohibition on personal loans to directors and officers,
    except certain loans made by insured financial institutions;
    disclosure of a code of ethics and filing a
    Form 8-K
    for a change or waiver of such code;
    mandatory disclosure by analysts of potential conflicts of
    interest; and
    a range of enhanced penalties for fraud and other violations.   28




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Thrift Rechartering Legislation.
  Item 1A.
    Risk
    Factors  The
    Companys business is subject to interest rate risk and
    variations in market interest rates may negatively affect its
    financial performance.
    The
    Companys allowance for loan losses may not be adequate to
    cover actual losses.
   29




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The
    Company may suffer losses in its loan portfolio despite its
    underwriting practices.
    Continuation
    of the current economic slowdown or further deterioration of
    economic conditions in Ohio, Michigan and Indiana could hurt the
    Companys business.
    The
    Company faces strong competition from other financial
    institutions, financial service companies and other
    organizations offering services similar to those offered by it,
    which could result in the Company not being able to grow its
    loan and deposit businesses.
    The
    Company relies, in part, on external financing to fund its
    operations and the unavailability of such funds in the future
    could adversely impact its growth strategy and
    prospects.
   30




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The
    Company may have difficulty managing its growth, which may
    divert resources and limit its ability to expand its operations
    successfully.
      The
    Company is subject to extensive regulation that could adversely
    affect it.
    The
    Banks ability to pay dividends is subject to regulatory
    limitations which, to the extent the Company requires such
    dividends in the future, may affect its ability to service its
    debt and pay dividends.
    The
    Company may fail to realize the anticipated benefits of the
    acquisition of Camco Financial Corporation.
   31




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Description/Address

Leased/OwnedCorporate Headquarters, First Place Financial Corp.185 East Market Street, Warren, OH

OwnedRetail Locations, First Place Bank1977 Cooper Foster Park Road, Amherst, OH

Leased4390 Mahoning Avenue, Austintown, OH

Owned(2)101 South Canfield-Niles Rd, Austintown, OH

Owned subject to land lease724 Boardman-Poland Road, Boardman, OH

Owned3900 Market Street, Boardman, OH

Owned(2)7290 Sharon-Warren Road, Brookfield, OH

Owned(2)3801 Boardman Canfield Rd, Canfield, OH

Owned(2)2 South Broad Street, Canfield, OH

Owned(2)352 West Main Street, Canfield, OH

Leased(3)2802 Mayfield Road, Cleveland Heights, OH

Leased325 S. High Street, Cortland, OH

Owned(2)6033 Perimeter Drive, Dublin, OH

Owned111 Antioch Drive, Elyria, OH

Owned(2)860 East Broad Street, Elyria, OH

Leased(3)200 Middle Avenue, Elyria, OH

Owned361 Midway Mall Boulevard, Elyria, OH

Owned(2)351 North Main Street, Grafton, OH

Owned(2)100 North Main Street, Hicksville, OH

Owned(2)8226 East Market Street, Howland, OH

Owned subject to land lease10416 Main Street, New Middletown, OH

Owned(2)400 Sheffield Center, Lorain, OH

Leased 32




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##### Table of Contents



Description/Address

Leased/Owned6002 Warren-Youngstown Road, Niles, OH

Leased35423 Center Ridge Road, North Ridgeville, OH

Owned(2)2 South Main Street, Poland, OH

Leased999 East Main Street, Ravenna, OH

Owned(2)4183 Tallmadge Road, Rootstown, OH

Owned(2)655 Creed Street, Struthers, OH

Leased185 East Market Street, Warren, OH

Owned2001 Elm Road NE, Warren, OH

Leased4460 Mahoning Avenue NW, Warren, OH

Owned(2)600 Gypsy Lane, Youngstown, OH

Owned25 Market Street, Suite 3, Youngstown, OH

Leased3516 S. Meridian Road, Youngstown, OH

Owned(2)479 Old South Woodward, Birmingham, MI

Leased727 South State Rd, Davison, MI

Leased6120 Fenton Rd, Flint, MI

Owned(2)4409 Miller Rd, Flint, MI

Owned(2)3213 North Genesee Rd, Flint, MI

Owned(2)3410 South Dort Highway, Flint, MI

Leased2629 West Pierson Rd, Flint, MI

Leased220 East Main St, Flushing, MI

Owned(2)20247 Mack Avenue, Grosse Pointe Woods, MI

Owned(2)17900 Haggerty Road, Livonia, MI

Owned subject to land lease50787 Corporate Dr, Shelby Township, MI

Owned24725 West Twelve Mile Road, Southfield, MI

Leased26336 West Twelve Mile Road, Southfield, MI

Leased734 West Long Lake Rd, Troy, MI

OwnedLoan Production Offices, First Place Bank1275 Boardman-Poland Road, Boardman, OH

Owned(1)7887 Washington Village Blvd., Centerville, OH

Leased1080 Nimitzview Drive, #100, Cincinnati, OH

Leased6813 Harrison Ave, Cincinnati, OH

Leased9954 Johnnycake Ridge Rd, Concord, OH

Leased(3)3011 Columbus St, Suite 201, Grove City, OH

Leased8228 East Market Street, Howland, OH

Leased1340 Corporate Park Drive, Suite 100, Hudson, OH

Leased84 Village Way, Hudson, OH

Leased(3)301 East High Street, Mt. Vernon, OH

Leased51 North Third Street, Suite 617, Newark, OH

Leased4540 Heatherdowns Blvd., #101, Toledo, OH

Leased1790 Town Park Boulevard, Suite F, Uniontown, OH

Leased250 Old Wilson Bridge Rd., Worthington, OH

Leased291 East Columbia Ave, Battlecreek, MI

Leased612 West Lake Lansing Rd, Suite 400, East Lansing, MI

Leased8195 South Saginaw Street, Grand Blanc, MI

Leased 33




---



##### Table of Contents



Description/Address

Leased/Owned320 N. 120th Avenue,
    Holland, MI

Leased3305 Spring Arbor Rd., Suite 500, Jackson, MI

Leased75 Executive Drive, Suite D, Carmel, IN

Leased201 South Capital, Suite 650, Indianapolis, IN

Leased3105 East
    98th Street,
    Suite 140, Indianapolis, IN

Leased(3)10130 Mallard Creek, Charlotte, NC

LeasedBusiness Financial Service Centers25000 Country Club Center, Suite 200, North Olmsted, OH

Leased6150 Enterprise Parkway, Solon, OH

LeasedOther First Place Bank Facilities700 Boardman-Poland Road, Boardman, OH

Owned1275 Boardman-Poland Road, Boardman, OH

Owned(1)4328 Dressler North West, Canton, OH

Leased5 McKinley Way West, Poland, OH

Leased153 E. Market Street, Warren, OH

Leased159 E. Market Street, Warren, OH

Owned255 E. Market Street, Warren, OH

Owned1011 High Street, Warren, OH

Leased2100 Niles-Cortland Road, Warren, OH

Leased2112 South Avenue, Youngstown, OH

Leased3600 South Dort Highway, Flint, MI

Leased1393 Wheaton St. #100, Troy, MI

LeasedFirst Place Insurance Agency, Ltd.1275 Boardman-Poland Road, Boardman, OH

Owned(1)8228 East Market Street, Warren, OH

Leased2650 Elm Road, Warren, OH

LeasedColdwell Banker First Place Real Estate, Ltd.1275 Boardman-Poland Road, Boardman, OH

Owned(1)11 East Park Avenue, Columbiana, OH

Leased8230 East Market Street, Warren, OH

Leased7098 Lockwood Boulevard, Youngstown, OH

LeasedAPB Financial Group, Ltd.2100 Corporate Drive, Suite 350, Wexford, PA

LeasedAmerican Pension Benefits, Inc.2100 Corporate Drive, Suite 350, Wexford, PA

LeasedTitleWorks Agency, LLC1275 Boardman-Poland Road, Boardman, OH

Owned(1)8228 East Market Street, Warren, OH

Leased     (1)
    
    Properties are owned by First Place Holdings, Inc. and are
    leased to the respective affiliated entities listed above.(2)
    
    Properties that were transferred to premises held for sale
    during 2008.(3)
    
    Properties are leased satellite locations. 34




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Market
    Prices and Dividends Declared
    High


Low


DividendsJune 30, 2008:Fourth quarter

$
14.31


$
9.30


$
0.170Third quarter


15.91



9.85



0.170Second quarter


19.89



13.21



0.170First quarter


21.73



15.00



0.155June 30, 2007:Fourth quarter

$
22.22


$
18.79


$
0.155Third quarter


23.99



19.93



0.155Second quarter


25.49



21.98



0.155First quarter


23.93



21.65



0.140  35




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##### Table of Contents



Stock
    Performance Graph
    First
    Place Financial Corporation
  
  Index


06/30/03


06/30/04


06/30/05


06/30/06


06/30/07


06/30/08First Place Financial Corp.



100.00




113.47




126.31




148.24




139.80




65.19NASDAQ Composite



100.00




126.18




126.75




133.85




160.41




141.30SNL All Bank & Thrift Index



100.00




118.33




126.67




140.19




149.15




82.74   Source: SNL Financial LC, Charlottesville, VA
 36




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##### Table of Contents



Item 6.
    Selected
    Financial Data  SELECTED
    FINANCIAL AND OTHER DATA
  At June 30,2008


2007


2006


2005


2004(Dollars in thousands)Selected Financial Condition Data:Total assets

$
3,341,046


$
3,226,213


$
3,113,210


$
2,498,943


$
2,247,080Loans receivable, net


2,620,561



2,481,841



2,328,465



1,812,855



1,483,993Loans held for sale


72,341



96,163



154,799



145,053



47,465Allowance for loan losses


28,216



25,851



22,319



18,266



16,528Nonperforming assets


74,417



40,678



20,695



15,611



14,643Securities available for sale


284,433



285,242



302,994



296,314



378,248Deposits


2,369,092



2,240,696



2,060,747



1,709,339



1,548,011Short-term borrowings


197,100



226,633



384,187



262,293



204,613Long-term debt


424,374



366,530



325,589



260,788



240,744Total shareholders equity


318,967



326,187



311,574



236,656



223,110   For the Years Ended June 30,2008


2007


2006


2005


2004(Dollars in thousands)Summary of Earnings:Total interest income

$
189,672


$
186,464


$
149,053


$
121,502


$
85,773Total interest expense


102,046



99,459



70,639



49,490



37,605Net interest income


87,626



87,005



78,414



72,012



48,168Provision for loan losses


16,467



7,391



5,875



3,509



4,896Net interest income after provision for loan losses


71,159



79,614



72,539



68,503



43,272Total noninterest income(1)(2)


26,965



32,288



28,985



19,879



22,510Total noninterest expense(3)(4)(5)(6)


84,065



74,196



68,150



61,546



45,417Income before income tax expense


14,059



37,706



33,374



26,836



20,365Income tax expense


3,269



12,082



10,330



7,898



6,214Net income

$
10,790


$
25,624


$
23,044


$
18,938


$
14,151     (1)
    
    For the year ended June 30, 2008, noninterest income
    included a charge of $8.6 million for
    other-than-temporary
    impairment of securities.(2)
    
    For the year ended June 30, 2005, noninterest income
    included a charge of $5.2 million for
    other-than-temporary
    impairment of securities and a credit of $1.0 million for
    nontaxable life insurance proceeds.(3)
    
    For the year ended June 30, 2008, noninterest expense
    included merger, integration and restructuring expenses of
    $0.8 million for the acquisition of Hicksville Building,
    Loan and Savings Bank and $0.5 million for the acquisition
    of OC Financial, Inc.(4)
    
    For the year ended June 30, 2007, noninterest expense
    included merger, integration and restructuring expense of
    $0.7 million for the acquisition of retail banking offices
    in the greater Flint, Michigan area from Republic Bancorp, Inc.
    and Citizens Banking Corporation.(5)
    
    For the year ended June 30, 2006, noninterest expense
    included merger, integration and restructuring expense of
    $2.2 million for the acquisition of The Northern
    Savings & Loan Company.(6)
    
    For the year ended June 30, 2004, noninterest expense
    included merger, integration and restructuring expense of
    $2.2 million for the merger with Franklin Bancorp, Inc. 37




---



##### Table of Contents



SELECTED
    FINANCIAL RATIOS AND OTHER DATA:
  For the Years Ended June 30,2008


2007


2006


2005


2004Performance Ratios(1):Return on average assets


0.33
%


0.83
%


0.88
%


0.79
%


0.83
%Return on average equity


3.40



7.92



9.32



8.29



7.46Return on average tangible equity


5.13



11.71



12.96



12.15



8.72Interest rate spread


2.56



2.60



2.84



2.97



2.99Net interest margin, fully taxable equivalent


2.99



3.11



3.29



3.33



3.20Noninterest expense to average assets


2.59



2.41



2.61



2.57



2.65Efficiency ratio


72.39



61.45



62.88



66.28



63.28Average interest-earning assets to average interest bearing
    liabilities


112.44



114.67



115.28



116.02



108.27Dividend payout ratio


99.25



40.60



36.13



43.08



51.38Capital Ratios:Equity to total assets at end of period


9.55



10.11



10.01



9.47



9.93Average equity to average assets


9.77



10.50



9.52



9.55



11.09Tangible capital to adjusted total assets(2)


7.75



7.30



7.45



7.14



7.25Tier 1 capital to adjusted total assets(2)


7.75



7.30



7.45



7.14



7.25Tier 1 capital less deductions to risk weighted assets(2)


10.45



9.34



10.18



9.60



10.48Total capital to risk weighted assets(2)


11.47



10.42



11.16



10.61



12.07Asset Quality Ratios:Nonperforming assets as a percent of total assets


2.23



1.26



0.66



0.62



0.65Allowance for loan losses as a percent of loans


1.07



1.03



0.95



1.00



1.10Net charge-offs to average loans


0.56



0.16



0.12



0.11



0.23Allowance for loan losses as a percent of nonperforming loans


55.63



76.12



133.08



144.91



142.01Per Share Data:Basic earnings per share

$
0.67


$
1.51


$
1.58


$
1.32


$
1.11Diluted earnings per share


0.67



1.49



1.55



1.30



1.09Dividends declared per common share


0.665



0.605



0.56



0.56



0.56Tangible book value per share at year-end


12.48



12.64



11.83



11.07



9.83     (1)
    
    For the year ended June 30, 2008, the ratios include a
    charge of $8.6 million for
    other-than-temporary
    impairment of securities and merger, integration and
    restructuring expenses of $0.8 million for the acquisition
    of Hicksville Building, Loan and Savings Bank and
    $0.5 million for the acquisition of OC Financial, Inc. For
    the year ended June 30, 2007, the ratios include merger,
    integration and restructuring expense of $0.7 million for
    the acquisition of retail banking offices in the greater Flint,
    Michigan area from Republic Bancorp, Inc. and Citizens Banking
    Corporation. For the year ended June 30, 2006, the ratios
    include merger, integration and restructuring expense of
    $2.2 million for the acquisition of The Northern
    Savings & Loan Company. For the year ended
    June 30, 2005, the ratios include a charge of
    $5.2 million for
    other-than-temporary
    impairment of securities and a credit of $1.0 million for
    nontaxable life insurance proceeds. For the year ended
    June 30, 2004, the ratios include merger, integration and
    restructuring expense of $2.2 million for the merger with
    Franklin Bancorp, Inc.(2)
    
    Regulatory capital ratios as of June 30, 2008 are the
    combined ratios for First Place Bank and Ohio Central Savings
    Bank, which merged with First Place Bank in July, 2008.
    Regulatory capital ratios as of June 30, 2006 are the
    combined ratios for First Place Bank and Northern, which merged
    with First Place Bank in July, 2006. Regulatory capital ratios
    as of June 30, 2004, are the combined ratios for First
    Place Bank and Franklin Bank, which merged with First Place Bank
    in July, 2004. For other periods regulatory capital ratios are
    for First Place Bank. 38




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS
  General
              Note 2 Consolidated Financial Statements
 39




---



##### Table of Contents



Business
    Overview
  one-to-four
      Forward-Looking
    Statements
    Financial
    Condition
  General.
 40




---



##### Table of Contents



Securities available for sale. Noninterest Income Comparison of
    Results of Operations for the Years Ended June 30, 2008 and
    2007,
  Loans held for sale.
    Loans.
  Nonperforming Assets.
 41




---



##### Table of Contents



Allowance for Loan Losses.
    Deposits.
  Short-term Borrowings and Long-term
    Debt.
 42




---



##### Table of Contents



Capital Resources.
    Liquidity
  Contractual
    Obligations and Off-Balance-Sheet Arrangements
  Contractual Obligations.
 43




---



##### Table of Contents



Financial





More Than


More ThanStatement





One Year


Three


More ThanFootnote


One Year


to Three


Years to


FiveReference


or Less


Years


Five Years


Years


Total(Dollars in thousands)Funding ObligationsDeposits without a stated maturity





$
1,244,361


$



$



$



$
1,244,361Certificates of deposit


9



950,845



156,589



16,774



523



1,124,731Short-term borrowings


10



197,100















197,100Long-term debt


10







94,733



10,501



319,140



424,374Total Funding Obligations






2,392,306



251,322



27,275



319,663



2,990,566Other ObligationsOperating lease obligations


7



2,450



3,549



2,562



11,295



19,856Purchase obligations






3,756



978



326







5,060Total Other Obligations






6,206



4,527



2,888



11,295



24,916Total Contractual Obligations





$
2,398,512


$
255,849


$
30,163


$
330,958


$
3,015,482     Off-Balance-Sheet Arrangements.
       44




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##### Table of Contents



Commitments, Contingencies and Guarantees Notes 1 15 Notes to the
    Consolidated Financial Statements
  Comparison
    of Results of Operations for Years Ended June 30, 2008 and
    2007
  General.
  U.S. 10-year
  U.S. 10-Year


TargetDate


Treasury Bond Rate


Federal Funds Rate


Difference6/30/2006



5.15
%


5.25
%


(0.10
)%9/30/2006



4.64
%


5.25
%


(0.61
)%12/31/2006



4.71
%


5.25
%


(0.54
)%3/31/2007



4.65
%


5.25
%


(0.60
)%6/30/2007



5.03
%


5.25
%


(0.22
)%9/30/2007



4.59
%


4.75
%


(0.16
)%12/31/2007



4.04
%


4.25
%


(0.21
)%3/31/2008



3.45
%


2.25
%


1.20
%6/30/2008



3.99
%


2.00
%


1.99
%   10-year
  Net Interest Income. Average Balances, Interest Rates and Yields
 45




---



##### Table of Contents



46




---



##### Table of Contents



Average Balances, Interest Rates and
    Yields.
  Year Ended June 30,2008


2007


2006Average





Average


Average





Average


Average





AverageBalance


Interest


Yield/Cost


Balance


Interest


Yield/Cost


Balance


Interest


Yield/Cost(Dollars in thousands)ASSETSInterest-earning assetsLoans and loans held for sale(1)

$
2,669,016


$
174,242



6.53
%

$
2,538,934


$
170,839



6.73
%

$
2,098,888


$
135,091



6.44
%Securities and interest-bearing deposits(1)(2)


280,488



14,942



5.33



272,292



15,074



5.54



288,216



13,356



4.63Federal Home Loan Bank stock


33,913



2,025



5.97



32,958



1,997



6.06



29,702



1,589



5.35Total interest-earning assets


2,983,417



191,209



6.41



2,844,184



187,910



6.61



2,416,806



150,036



6.21Noninterest-earning assetsCash and due from banks


44,619











53,569











53,324Allowance for loan losses


(27,610
)










(23,519
)










(19,740
)Other assets


243,756











206,711











162,367Total assets

$
3,244,182










$
3,080,945










$
2,612,757LIABILITIESInterest-bearing liabilitiesDepositsChecking accounts

$
154,339


$
814



0.53
%

$
141,751


$
686



0.48
%

$
117,699


$
512



0.43
%Savings and money market accounts


810,219



23,421



2.89



764,016



22,500



2.94



648,860



15,218



2.35Certificates of deposit


1,093,153



49,848



4.56



980,634



46,458



4.74



756,359



28,526



3.77Total deposits


2,057,711



74,083



3.60



1,886,401



69,644



3.69



1,522,918



44,256



2.91BorrowingsShort-term


129,157



5,335



4.13



239,877



12,010



5.01



270,635



11,114



4.11Long-term


466,367



22,628



4.85



354,056



17,805



5.03



302,931



15,269



5.04Total interest-bearing liabilities


2,653,235



102,046



3.85



2,480,334



99,459



4.01



2,096,484



70,639



3.37Noninterest-bearing liabilitiesNoninterest-bearing checking accounts


231,921











231,302











233,390Other liabilities


42,092











45,734











35,677Total liabilities


2,927,248











2,757,370











2,365,551Shareholders equity


316,934











323,575











247,206Total liabilities and shareholders equity

$
3,244,182










$
3,080,945










$
2,612,757Fully tax-equivalent net interest income






89,163











88,451











79,397Interest rate spread










2.56
%










2.60
%










2.84
%Net interest margin










2.99
%










3.11
%










3.29
%Average interest-earning assets to average interest-bearing
    liabilities










112.44
%










114.67
%










115.28
%Tax-equivalent adjustment






1,537











1,446











983Net interest income





$
87,626










$
87,005










$
78,414     (1)
    
    Interest income and average yields are stated on a fully taxable
    equivalent basis.(2)
    
    Includes unamortized discounts and premiums. Average balance is
    computed using the carrying value of securities. The average
    yield has been computed using the historical amortized cost
    average balance for available for sale securities. 47




---



##### Table of Contents



Rate/Volume Analysis of Net Interest
    Income. and/or i.e., i.e.,
  Year Ended June 30, 2008


Year Ended June 30, 2007Compared to Year Ended


Compared to Year EndedJune 30, 2007


June 30, 2006Increase (Decrease)


Increase (Decrease)Due to








Due toVolume


Rate


Net


Volume


Rate


Net(Dollars in thousands)Interest-Earning AssetsLoans and loans held for sale

$
8,582


$
(5,179
)

$
3,403


$
29,427


$
6,321


$
35,748Securities and interest-bearing deposits


448



(580
)


(132
)


(774
)


2,492



1,718Federal Home Loan Bank stock


58



(30
)


28



184



224



408Total interest-earning assets


9,088



(5,789
)


3,299



28,837



9,037



37,874Interest-Bearing LiabilitiesChecking accounts


59



69



128



111



63



174Savings and money market accounts


1,315



(394
)


921



3,016



4,266



7,282Certificate of deposit


5,199



(1,809
)


3,390



9,601



8,331



17,932Short-term borrowings


(4,835
)


(1,840
)


(6,675
)


(1,359
)


2,255



896Long-term borrowings


5,479



(656
)


4,823



2,566



(30
)


2,536Total interest-bearing liabilities


7,217



(4,630
)


2,587



13,935



14,885



28,820Net change in net interest income

$
1,871


$
(1,159
)

$
712


$
14,902


$
(5,848
)

$
9,054   Provision for Loan Losses.
  Noninterest Income.
  other-than-temporary. other-than-temporary
 48




---



##### Table of Contents



other-than-temporary,
  other-than-temporary other-than-temporarily other-than-temporarily
    Year Ended June 30,2008


2007(Dollars in thousands)Loan servicing incomeLoan servicing revenue net of amortization

$
150


$
1,228Change in impairment of MSRs


(100
)


111Total loan servicing income (loss)

$
50


$
1,339      49




---



##### Table of Contents



Noninterest Expense.
  Provision for Income Taxes.
 50




---



##### Table of Contents



Comparison
    of Results of Operations for Years Ended June 30, 2007 and
    2006
  General.
  U.S. 10-year
  U.S. 10-Year


TargetDate


Treasury Bond Rate


Federal Funds Rate


Difference6/30/2005



3.94
%


3.25
%


0.69
%9/30/2005



4.34
%


3.75
%


0.59
%12/31/2005



4.39
%


4.25
%


0.14
%3/31/2006



4.86
%


4.75
%


0.11
%6/30/2006



5.15
%


5.25
%


(0.10
)%9/30/2006



4.64
%


5.25
%


(0.61
)%12/31/2006



4.71
%


5.25
%


(0.54
)%3/31/2007



4.65
%


5.25
%


(0.60
)%6/30/2007



5.03
%


5.25
%


(0.22
)%   10-year
  Net Interest Income. Average Balances, Interest Rates and Yields
 51




---



##### Table of Contents



Provision for Loan Losses.
  Noninterest Income.
     52




---



##### Table of Contents



Year Ended June 30,2007


2006(Dollars in thousands)Loan servicing incomeLoan servicing revenue net of amortization

$
1,228


$
785Change in impairment of MSRs


111



517Total loan servicing income (loss)

$
1,339


$
1,302  53




---



##### Table of Contents



Noninterest Expense.
  Provision for Income Taxes.
  Liquidity
     54




---



##### Table of Contents



year-to-date
  Impact of
    Inflation
      Critical
    Accounting Policies
    Allowance for Loan Losses.
 55




---



##### Table of Contents



Mortgage Servicing Rights.
  Fair Value(Dollars in thousands)Fair Value of Mortgage Servicing Rights

$17,115Fair Value of Mortgage Servicing Rights assuming:20% increase in prepayment speeds

15,72440% increase in prepayment speeds

14,577     Other-than-temporary
    Impairment of Securities. other-than-temporary other-than-temporary,
 56




---



##### Table of Contents



other-than-temporary other-than-temporary. Other-than-temporary Other-than-temporary
  Subsequent
    Events
   57




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Asset/Liability
    Management and Market Risk
        Basis Point


June 30, 2008


June 30, 2007Change in


Net Portfolio


Net PortfolioRates


Value Ratio


Value Ratio+200



9.65
%


8.39
%+100



10.27
%


9.76
%Base



10.58
%


10.92
%−100



10.57
%


11.85
%−200



10.42
%


12.60
%      58




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm
      Internal
    Control  Integrated Framework
        Internal
    Control  Integrated Framework
  
    59




---



##### Table of Contents



Consolidated
    Statements of Financial Condition
  At June 30,2008


2007(Dollars in thousands, except per share data)ASSETSCash and due from banks

$
59,483


$
77,226Interest-bearing deposits in other banks


4,151



9,989Fed funds sold


5,608



Securities available for sale


284,433



285,242Loans held for sale


72,341



96,163Loans


2,648,777



2,507,692Less allowance for loan losses


28,216



25,851Loans, net


2,620,561



2,481,841Federal Home Loan Bank stock


35,761



33,209Premises and equipment, net


40,089



45,639Premises held for sale, net


13,555



Goodwill


93,626



91,692Core deposit and other intangibles


13,573



16,678Other assets


97,865



88,534Total assets

$
3,341,046


$
3,226,213LIABILITIESDepositsNoninterest-bearing checking

$
248,851


$
242,068Interest-bearing checking


159,874



154,941Savings


475,835



390,462Money markets


359,801



404,248Certificates of deposit


1,124,731



1,048,977Total deposits


2,369,092



2,240,696Short-term borrowings


197,100



226,633Long-term debt


424,374



366,530Other liabilities


31,513



66,167Total liabilities


3,022,079



2,900,026SHAREHOLDERS EQUITYPreferred stock, $0.01 par value, 3,000,000 shares
    authorized, no shares issued and outstanding






Common stock, $0.01 par value, 33,000,000 shares
    authorized, 18,114,673 shares issued


181



181Additional paid-in capital


214,216



215,358Retained earnings


131,770



131,893Unearned employee stock ownership plan shares


(3,531
)


(3,858
)Treasury stock, at cost, 1,141,403 shares at June 30,
    2008 and 878,608 shares at June 30, 2007


(19,274
)


(15,040
)Accumulated other comprehensive loss, net


(4,395
)


(2,347
)Total shareholders equity


318,967



326,187Total liabilities and shareholders equity

$
3,341,046


$
3,226,213    60




---



##### Table of Contents



Consolidated
    Statements of Income
  Years Ended June 30,2008


2007


2006(Dollars in thousands, exceptper share data)Interest incomeLoans, including fees

$
174,098


$
170,683


$
134,936SecuritiesTaxable


10,538



10,787



10,702Tax exempt


2,118



1,803



1,143Dividends


2,918



3,191



2,272Total interest income


189,672



186,464



149,053Interest expenseDeposits


74,083



69,644



44,256Short-term borrowings


5,335



12,010



11,114Long-term debt


22,628



17,805



15,269Total interest expense


102,046



99,459



70,639Net interest income


87,626



87,005



78,414Provision for loan losses


16,467



7,391



5,875Net interest income after provision for loan losses


71,159



79,614



72,539Noninterest incomeService charges and fees on deposit accounts


8,346



6,436



5,505Net gains (losses) on sale of securities


742



430



(943
)Other-than-temporary impairment of securities


(8,611
)






Mortgage banking gains


9,257



7,240



5,922Gain on sale of loan servicing rights


1,961







1,841Loan servicing income


50



1,339



1,302Other income  bank


6,747



7,066



7,408Insurance commission income


3,630



3,633



2,853Other income  nonbank subsidiaries


4,843



6,144



5,097Total noninterest income


26,965



32,288



28,985Noninterest expenseSalaries and employee benefits


40,875



35,951



32,654Occupancy and equipment


13,140



11,577



10,089Professional fees


2,781



3,010



2,816Loan expenses


2,117



2,121



2,716Marketing


2,684



2,535



2,005Merger, integration and restructuring expense


1,241



749



2,173State and local taxes


897



1,239



1,407Amortization of intangible assets


4,346



4,321



3,655Real estate owned expense


3,584



726



627Other


12,400



11,967



10,008Total noninterest expense


84,065



74,196



68,150Income before income tax expense


14,059



37,706



33,374Income tax expense


3,269



12,082



10,330Net income

$
10,790


$
25,624


$
23,044Earning per shareBasic

$
0.67


$
1.51


$
1.58Diluted

$
0.67


$
1.49


$
1.55    61




---



##### Table of Contents



Consolidated
    Statements of Changes in Shareholders Equity
  AccumulatedAdditional





Unearned


Unearned





OtherCommon


Paid-in


Retained


ESOP


RRP


Treasury


ComprehensiveStock


Capital


Earnings


Shares


Shares


Stock


Income (Loss)


Total(Dollars in thousands, except per share data)Balance at June 30, 2005

$
181


$
188,931


$
101,878


$
(5,045
)

$
(1,134
)

$
(44,638
)

$
(3,517
)

$
236,656Comprehensive income Net income










23,044



















23,044Change in unrealized gain (loss) on securities available for
    sale, net of reclassification and tax effects


























(2,350
)


(2,350
)Loss on termination of interest rate swaps reclassified into
    income, net of tax


























808



808Total comprehensive income






























21,502Cash dividends declared ($0.56 per share)










(8,165
)


















(8,165
)Commitment to release employee stock ownership plan shares
    (59,352 shares)






779







593















1,372Reclassification of unearned RRP shares






(1,134
)










1,134











Commitment to release recognition and retention plan shares
    (3,020 shares)






52























52Stock options exercised (97,470 shares)






(245
)














1,409







1,164Issuance of 2,288,798 shares of stock for acquisition of
    The Northern Savings & Loan Company






25,266















32,824







58,090Issuance of 21,358 shares of stock for acquisition of
    Insurance Center Warren Agency, Inc.






241















309







550Stock option expense






113























113Tax benefit related to exercise of stock options






240























240Balance at June 30, 2006


181



214,243



116,757



(4,452
)






(10,096
)


(5,059
)


311,574Comprehensive income Net income










25,624



















25,624Change in unrealized gain (loss) on securities available for
    sale, net of reclassification and tax effects


























2,092



2,092Loss on termination of interest rate swaps reclassified into
    income, net of tax


























620



620Total comprehensive income






























28,336Cash dividends declared ($0.605 per share)










(10,488
)


















(10,488
)Commitment to release employee stock ownership plan shares
    (59,352 shares)






733







594















1,327Commitment to release recognition andretention plan shares (3,055 shares)






66























66Purchase of 307,920 shares of common stock






















(6,543
)






(6,543
)Stock options exercised (110,540 shares)






(224
)














1,599







1,375Stock option expense






224























224Tax benefit related to exercise of stock options






316























316Balance at June 30, 2007


181



215,358



131,893



(3,858
)






(15,040
)


(2,347
)


326,187Comprehensive income Net income










10,790



















10,790Change in unrealized gain (loss) on securities available for
    sale, net of reclassification and tax effects


























(2,656
)


(2,656
)Loss on termination of interest rate swaps reclassified into
    income, net of tax


























608



608Total comprehensive income






























8,742Cash dividends declared ($0.665 per share)










(10,913
)


















(10,913
)Commitment to release employee stock ownership plan shares
    (41,548 shares)






83







327















410Commitment to release recognition and retention plan shares
    (2,863 shares)






61























61Issuance of 538,631 shares of stock for acquisition of OC
    Financial, Inc.






(1,306
)














8,842







7,536Purchase of 880,086 shares of common stock






















(14,116
)






(14,116
)Stock options exercised (61,550 shares)






(290
)














1,040







750Stock option expense






220























220Tax benefit related to exercise of stock options






90























90Balance at June 30, 2008

$
181


$
214,216


$
131,770


$
(3,531
)

$



$
(19,274
)

$
(4,395
)

$
318,967    62




---



##### Table of Contents



Consolidated
    Statements of Cash Flows
  Years Ended June 30,2008


2007


2006(Dollars in thousands, except per share data)Cash flows from operating activitiesNet income

$
10,790


$
25,624


$
23,044Adjustment to reconcile net income to net cash from operating
    activitiesDepreciation


4,543



3,347



2,788Provision for loan losses


16,467



7,391



5,875Provision (recovery) for impaired mortgage servicing rights


100



(111
)


(517
)Amortization, net of accretion


7,760



7,724



8,719Other than temporary impairment of securities


8,611







Securities (gains) losses


(742
)


(430
)


943Proceeds from sales of loans and securitized loans held for sale


1,166,657



984,879



998,685Originations and purchases of loans held for sale


(1,183,248
)


(913,547
)


(942,991
)Gain on sale of loan servicing rights


(1,961
)






(1,841
)Mortgage banking gains


(9,046
)


(7,240
)


(5,623
)Gain on sale of other loans


(211
)






(299
)Loss on sale of real estate owned


526



244



(Gain) loss on disposal of premises and equipment


(1
)


80



110Stock dividends and partnership earnings


(866
)


(913
)


(1,692
)Employee stock ownership plan expense


410



1,327



1,372Recognition and retention plan expense


61



66



52Tax benefit from stock options exercised


(90
)


(316
)


(240
)Stock-based compensation


220



224



113Increase in cash surrender value of bank owned life insurance


(1,229
)


(1,171
)


(1,151
)Change in Other assets


(4,797
)


(9,381
)


(17,183
)Other liabilities


(27,256
)


33,022



(2,075
)Deferred loan fees


96



1,942



(943
)Deferred taxes


(6,694
)


785



(2,120
)Net cash from operating activities


(19,900
)


133,546



65,026Cash flows from investing activitiesSecurities available for saleProceeds from sales


42,097



19,500



42,055Proceeds from maturities, calls and principal paydowns


61,928



44,530



47,823Purchases


(99,788
)


(44,140
)


(70,619
)Net change in interest-bearing deposits in other banks


19,550



(5,384
)


(4,605
)Net change in loans


(105,962
)


(168,157
)


(314,924
)Proceeds from sale of loans


52,978



19,861



10,734Proceeds from sales of loan servicing rights


11,877







12,828Proceeds from sales of real estate owned


5,688



3,014



Premises and equipment expenditures, net


(7,545
)


(10,799
)


(10,291
)Cash received from OC Financial, Inc.


618







Cash paid for Hicksville Building, Loan and Savings Bank, net of
    cash acquired


(3,885
)






Cash received from Republic Bancorp, Inc. and Citizens Banking
    Corporation, net of cash paid for branch acquisition






164,442



Cash paid for The Northern Savings & Loan Company, net
    of cash acquired










(8,257
)Cash paid for Insurance Center of Warren Agency, Inc., net of
    cash acquired










(503
)Investment in nonbank affiliates


(275
)


(345
)


(276
)Net cash from investing activities


(22,719
)


22,522



(296,035
)Cash flows from financing activitiesNet change in deposits


45,247



(20,665
)


97,421Net change in short-term borrowings


(123,352
)


(196,438
)


97,479Proceeds from long-term debt


130,000



125,032



135,303Repayment of long-term debt


(2,830
)


(44,337
)


(72,076
)Cash dividends paid


(10,913
)


(10,488
)


(8,165
)Proceeds from stock options exercised


750



1,375



1,164Tax benefit from stock options


90



316



240Purchases of common stock


(14,116
)


(6,543
)


Net cash from financing activities


24,876



(151,748
)


251,366Net change in cash and cash equivalents


(17,743
)


4,320



20,357Cash and due from banks at beginning of year


77,226



72,906



52,549Cash and due from banks at end of year

$
59,483


$
77,226


$
72,906Supplemental cash flow information Cash payments of interest expense

$
100,797


$
96,841


$
68,983Cash payments of income taxes


12,593



8,595



14,463Supplemental noncash disclosures Stock portion of acquisition price of OC Financial, Inc.


7,536







Stock portion of acquisition price of The Northern
    Savings & Loan Company










58,090Stock portion of acquisition price of Insurance Center of Warren
    Agency, Inc.










550Loans securitized


14,445



37,863



91,037Transfer of loans to real estate owned


23,035



7,194



2,321Transfer of loans from portfolio to loans held for sale


59,215



19,948



Transfer of loans from loans held for sale to portfolio


6,032



3,729



36,051Transfer of borrowings from long-term to short-term


87,996



38,884



8,250Allocation of loan basis to mortgage servicing assets


7,477



8,957



10,990Transfer of premises and equipment to premises and equipment
    held for sale


13,555







    63




---



##### Table of Contents



64




---



##### Table of Contents



Notes To
    Consolidated Financial Statements
 (Dollar amounts in thousands, except per share data.)
  NOTE 1 
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of Consolidation:
  Business Segments:
  Use of Estimates:
  Business Combinations:
  Cash Flows:
  Interest-Bearing Deposits in Other
    Banks:
  Securities:
   65




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Loans Held for Sale:
  Loans:
    Allowance for Loan Losses:
    Acquired Loans:
  Federal Home Loan Bank Stock:
 66




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Foreclosed Assets:
  Premises and Equipment:
    Securitizations:
  Mortgage Servicing Assets:
   67




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Company-Owned Life Insurance:
  Goodwill and Other Intangible Assets:
  Treasury Stock:
  Derivative Instruments and Hedging
    Activities:
    Stock Compensation: paid-in-capital.
 68




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  Employee Stock Ownership Plan:
  Income Taxes:
  Earnings Per Share:
  Commitments, Contingencies and
    Guarantees:
    Comprehensive Income:
  Fair Value of Financial Instruments:
  Effect of Recent Accounting Pronouncements:
   69




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  13-2, FSP 13-2
  SFAS 157-2,
    No. 06-5, Bulletin No. 85-4
     70




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
             71




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
      Reclassifications:
  NOTE 2 
    ACQUISITIONS         72




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
      NOTE 3 
    SECURITIES    2008Gross


GrossFair


Unrealized


UnrealizedValue


Gains


LossesDebt securitiesU.S. Government agencies and other government sponsored
    enterprises

$
41,232


$
64


$
(337
)Obligations of states and political subdivisions


66,519



124



(1,134
)Trust preferred securities


10,520







(2,659
)Mortgage-backed securities and collateralized mortgage
    obligations issued by government sponsored enterprises


137,927



870



(1,487
)Total


256,198



1,058



(5,617
)Equity securitiesCommon stock


3,369



107



(476
)Fannie Mae preferred stock


9,257







Mutual funds


15,609







Total


28,235



107



(476
)Total securities

$
284,433


$
1,165


$
(6,093
)   73




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  2007Gross


GrossFair


Unrealized


UnrealizedValue


Gains


LossesDebt securitiesU.S. Government agencies and other government sponsored
    enterprises

$
60,660


$
6


$
(820
)Obligations of states and political subdivisions


46,556



128



(515
)Trust preferred securities


15,654



526



(9
)Mortgage-backed securities and collateralized mortgage
    obligations issued by government sponsored enterprises


106,453



153



(2,356
)Total


229,323



813



(3,700
)Equity securitiesCommon stock


3,786



821



Fannie Mae and Freddie Mac preferred stock


18,475



2,954



(55
)Mutual funds


33,658







(1,676
)Total


55,919



3,775



(1,731
)Total securities

$
285,242


$
4,588


$
(5,431
)     2008


2007


2006Proceeds

$
42,097


$
19,500


$
42,055Gross gains


773



442



Gross losses


31



12



943Impairment charges


8,611







   other-than-temporary
    Fair ValueDebt securities available for saleDue in one year or less

$
9,430Due after one year through five years


41,657Due after five years through ten years


10,559Due after ten years


56,625118,271Mortgage-backed securities and collateralized mortgage
    obligations


137,927Total

$
256,198    74




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription of Securities

Value


Loss


Value


Loss


Value


LossU. S. Government agencies and other government sponsored
    enterprises

$
22,663


$
(337
)

$



$



$
22,663


$
(337
)Obligations of states and political subdivisions


43,613



(1,134
)










43,613



(1,134
)Trust preferred securities


10,520



(2,659
)










10,520



(2,659
)Mortgage-backed securities and collateralized mortgage
    obligations


52,097



(1,341
)


2,724



(146
)


54,821



(1,487
)Common stock


1,170



(476
)










1,170



(476
)Total

$
130,063


$
(5,947
)

$
2,724


$
(146
)

$
132,787


$
(6,093
)   and/or
    Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription of Securities

Value


Loss


Value


Loss


Value


LossU. S. Government agencies and other government sponsored
    enterprises

$
8,750


$
(155
)

$
48,948


$
(665
)

$
57,698


$
(820
)Trust preferred securities


18,858



(277
)


7,313



(238
)


26,171



(515
)Obligations of states and political subdivisions










1,991



(9
)


1,991



(9
)Mortgage-backed securities and collateralizedmortgage obligations


36,972



(402
)


51,389



(1,954
)


88,361



(2,356
)Fannie Mae and Freddie Mac preferred stock


1,006



(55
)










1,006



(55
)Mutual funds










33,427



(1,676
)


33,427



(1,676
)Total

$
65,586


$
(889
)

$
143,068


$
(4,542
)

$
208,654


$
(5,431
)  75




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 4 
    LOANS    2008


20071-4 family residential real estate loans:Permanent financing

$
935,285


$
984,135Construction


79,725



95,653Total


1,015,010



1,079,788Commercial loans:Multifamily real estate


103,699



134,308Commercial real estate


815,384



565,342Commercial construction


104,275



96,768Commercial non real estate


210,772



250,475Total


1,234,130



1,046,893Consumer loans


399,637



381,011Total loans

$
2,648,777


$
2,507,692       2008


2007


2006Beginning balance

$
25,851


$
22,319


$
18,266Provision for loan losses


16,467



7,391



5,875Allowance for loan losses acquired during the year


398







525Loans charged-off


(14,875
)


(4,392
)


(3,122
)Recoveries


375



533



775Ending balance

$
28,216


$
25,851


$
22,319     2008


2007Year-end loans with no allocated allowance for loan losses

$



$
Year-end loans with allocated allowance for loan losses


14,065



9,505Total

$
14,065


$
9,505Amount of the allowance for loan losses allocated

$
3,663


$
3,255   2008


2007


2006Average of impaired loans during the year

$
9,790


$
4,727


$
1,851Interest income recognized during impairment


81



137



194Cash-basis interest income recognized


78



136



172  76




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007Nonaccrual loans

$
49,592


$
33,405Troubled debt restructuring


1,130



557Total nonperforming loans

$
50,722


$
33,962       2008

2007

2006Contractual interest due

$
4,441


$
3,043


$
1,249Actual interest recognized


236



556



331   03-3,
  2008Contractually required payments receivable at acquisition:1-4 family residential real estate loans

$
1,415Commercial loans


1,890Consumer loans


176Total

$
3,481Fair value of acquired loans at acquisition

$
2,319     NonaccretableDiscountBalance at June 30, 2007

$
Additions


1,162Reductions due to payoffs and paydowns


(292
)Reclassifications from (to) accretable yield


Balance at June 30, 2008

$
870  77




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    20081-4 family residential real estate loans

$
1,105Commercial loans


998Consumer loans


102Outstanding balance

$
2,205Carrying amount

$
1,335   03-3
  NOTE 5 
    MORTGAGE
    SERVICING ASSETS    2008


2007


2006Servicing rights:Beginning of year

$
20,785


$
16,167


$
21,013Additions


7,477



8,957



10,990Servicing rights acquired during the year


211







Sale of servicing rights


(9,916
)






(10,987
)(Increase) decrease in valuation allowance


(100
)


111



517Amortized to expense


(4,185
)


(4,450
)


(5,366
)End of year

$
14,272


$
20,785


$
16,167     2008


2007


2006Valuation allowance:Beginning of year

$



$
111


$
675Additions expensed


450



55



94Reductions credited to expense


(350
)


(166
)


(611
)Sale of servicing rights










(47
)End of year

$
100


$



$
111    78




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 6 
    SECURITIZATIONS  Note 5 
    Mortgage Servicing Assets
    2008


2007


2006For new securitizations during the yearPrincipal balance of loans securitized

$
14,445


$
37,863


$
91,037Principal balance of securitized assets sold


14,445



37,863



91,037Initial value of loan servicing asset retained


175



292



906Gain (loss) on sale of securitized assets


7



(224
)


91Assumptions to determine fair value of servicing asset retained:Discount rate


14.5 - 15.0
%


14.0 - 14.5
%


14.0 - 14.5
%Prepayment rate


350 - 650 PSA



525 - 1250 PSA



325 - 625 PSAAnticipated delinquency


4.90
%


6.33
%


6.23
%Weighted average expected life in months


35-50



20-45



25-55Activity related to all securitizations interestsCharge-offs, net of recoveries for securitized loans

$



$



$
Servicing revenue from securitized loans


370



649



699Securitization information at June 30:Current principal balance of loans securitized

$
97,268


$
242,218


$
279,536Balance of securities still owned










Fair value of loan servicing asset retained


688



2,056



2,471Loans delinquent 30 days or more


2,630



2,022



3,761Assumptions to determine fair value of servicing asset retained:Discount rate


10.0 - 15.0
%


9.5 - 14.5
%


9.5 - 14.5
%Prepayment rate


275 - 575 PSA



200 - 600 PSA



275 - 900 PSAAnticipated delinquency


6.51
%


6.66
%


6.30
%Weighted average expected life in months


10-60



25-65



15-65  79




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
      2008


20071% added to discount rate

$
673


$
2,0192% added to discount rate


659



1,98310% increase in PSA prepayment speed used


653



1,95820% increase in PSA prepayment speed used


620



1,87010% increase in delinquency rate


685



2,05020% increase in delinquency rate


681



2,048   NOTE 7 
    PREMISES
    AND EQUIPMENT    2008


2007Land and improvements

$
7,953


$
10,843Building and improvements


23,901



29,927Leasehold improvements


2,275



2,331Furniture and equipment


25,941



19,563Construction in process


2,781



2,76162,851



65,425Less: Accumulated depreciation


(22,762
)


(19,786
)$
40,089


$
45,639         Years ending June 30,2009

$
2,4502010


1,9222011


1,6272012


1,3322013


1,230Thereafter


11,295$
19,856  80




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    NOTE 8 
    GOODWILL
    AND INTANGIBLE ASSETS  GOODWILL
    2008


2007Beginning balance

$
91,692


$
88,009Goodwill acquired during the year


1,934



3,683Ending balance

$
93,626


$
91,692   ACQUIRED
    INTANGIBLE ASSETS
    GrossCarrying


AccumulatedAmount


Amortization


Net ValueBalance as of June 30, 2007

$
32,399


$
(15,721
)

$
16,678Intangible assets acquired


1,241



(78
)


1,163Amortization of intangible assets






(4,268
)


(4,268
)Balance as of June 30, 2008

$
33,640


$
(20,067
)

$
13,573       Years Ending June 30,2009

$
3,1472010


2,8392011


2,5382012


2,2232013


1,611Thereafter


1,215$
13,573  81




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 9 
    INTEREST
    BEARING DEPOSITS    Years ending June 30,2009

$
950,8452010


130,6912011


25,8982012


8,3302013


8,444Thereafter


523$
1,124,731     Three months or less

$
190,725Over three through six months


115,856Over six through twelve months


78,695Over twelve months


45,757Total

$
431,033     NOTE 10 
    SHORT-TERM
    BORROWINGS AND LONG-TERM DEBT    2008


2007Weighted





WeightedAverage





AverageAmount


Rate


Amount


RateShort-term borrowingsFederal Home Loan Bank

$
130,578



4.05
%

$
187,909



5.19
%Securities sold under agreements to repurchase


37,182



2.75
%


38,724



3.66
%Lines of credit with commercial banks


29,340



3.69
%

$




Total

$
197,100



3.75
%

$
226,633



4.92
%  82




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Federal Home Loan BankAverage daily balance during the year

$
98,114


$
205,639


$
245,739Average interest rate during the year


4.35
%


4.90
%


4.26
%Maximum month-end balance during the year

$
157,360


$
349,950


$
361,674Securities sold under agreements to repurchaseAverage daily balance during the year

$
29,749


$
26,176


$
23,006Average interest rate during the year


3.44
%


3.96
%


2.47
%Maximum month-end balance during the year

$
40,301


$
39,143


$
29,513Lines of credit with commercial banksAverage daily balance during the year

$
1,294


$
473


$
55Average interest rate during the year


3.69
%


5.95
%


4.75
%Maximum month-end balance during the year

$
29,340


$
10,000


$
       2008


2007Weighted





WeightedAverage





AverageAmount


Rate


Amount


RateLong-term debtFederal Home Loan Bank

$
312,518



4.11
%

$
247,673



4.68
%Securities sold under agreements to repurchase


50,000



4.19
%


57,000



4.16
%Junior subordinated debentures owed to unconsolidated trusts


61,856



6.63
%


61,857



6.53
%Total

$
424,374



4.49
%

$
366,530



4.92
%     2008


2007Weighted





WeightedAverage





AverageAmount


Rate


Amount


RateLong-term debt maturing in years ending June 30,2009

$







$
90,000



4.99
%2010


88,733



4.80
%


81,105



4.78
%2011


6,000



4.91
%






2012


10,201



4.08
%


10,291



4.13
%2013


300



6.24
%






Thereafter


319,140



4.41
%


185,134



4.99
%Total

$
424,374



4.49
%

$
366,530



4.92
%  83




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
             84




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    June 30,





June 30,2008


Rate


2007


RateVariable rate junior subordinated debentures owed to First Place
    Capital Trust due January 23, 2034

$
15,464



8.70
%

$
15,465



8.28
%6.45% junior subordinated debentures owed to First Place Capital
    Trust II due January 23, 2034


15,464



6.45



15,464



6.45Variable rate junior subordinated debentures owed to First Place
    Capital Trust III due September 15, 2035


30,928



5.69



30,928



5.69Total junior subordinated debentures owed to unconsolidated
    subsidiary trusts

$
61,856



6.63
%

$
61,857



6.53
%     NOTE 11 
    INCOME
    TAXES    2008


2007


2006Current provision

$
9,963


$
11,297


$
12,450Deferred provision (benefit)


(6,694
)


785



(2,120
)$
3,269


$
12,082


$
10,330       2008


2007


2006Income tax computed at the statutory federal rate

$
4,921


$
13,197


$
11,681Add (subtract) tax effect of:Tax-exempt income


(742
)


(648
)


(453
)Earnings and proceeds from life insurance contracts


(430
)


(410
)


(403
)Miscellaneous items


(480
)


(57
)


(495
)$
3,269


$
12,082


$
10,330    85




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007Items giving rise to deferred tax assets:Bad debts

$
10,180


$
9,048Unrealized loss on securities available for sale


1,725



295Recognized loss on impairment of securities


4,485



1,836Unrealized loss on hedging transactions


641



968Nonaccrual loan interest


1,555



738Net operating loss carryforwards


1,099



Allowance for real estate owned


309



63Employee stock option plan


312



285Accrued expenses


348



245Market value adjustments






286Other


864



1,16621,518



14,930Items giving rise to deferred tax liabilities:Loan servicing


(4,995
)


(7,275
)FHLB stock dividends


(6,939
)


(6,400
)Purchase accounting adjustments and related intangibles


(3,173
)


(4,155
)Depreciation


(1,177
)


(1,029
)Deferred loan fees and costs


(1,966
)


(1,888
)Market value adjustments


(989
)


Prepaid expenses


(463
)


(377
)Other






(867
)(19,702
)


(21,991
)Net deferred liability

$
1,816


$
(7,061
)        86




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008Beginning balance

$
325Additions:Tax positions related to current tax year


28Tax positions related to prior tax years


Reductions:Tax positions related to prior tax years


(12
)Tax positions related to prior closed tax years


(177
)Settlements


Ending balance

$
164         NOTE 12 
    EMPLOYEE
    BENEFIT PLANS  ESOP
    PLAN
       87




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Year Ended June 30, 2008


Year Ended June 30, 2007Allocated


Unallocated


Total


Allocated


Unallocated


TotalBeginning balance


463,012



385,815



848,827



403,438



445,167



848,605Allocation of shares to participants


41,548



(41,548
)






59,352



(59,352
)


Purchases of shares for existing participants


35,717







35,717



13,466







13,466Distributions of shares to former participants


(43,017
)






(43,017
)


(13,244
)






(13,244
)Ending balance


497,260



344,267



841,527



463,012



385,815



848,827   401(k)
    PLAN
  catch-up
      EMPLOYEE
    STOCK PURCHASE PLAN
   88




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 13 
    RELATED
    PARTY TRANSACTIONS    2008


2007Balance at beginning of period

$
2,552


$
2,347New loans


2



893Effect of changes in related parties


(404
)


Repayments


(127
)


(688
)Balance at end of period

$
2,023


$
2,552     NOTE 14 
    STOCK
    COMPENSATION PLANS      STOCK
    OPTIONS
   89




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    Total Stock Options Outstanding2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceStock options outstanding at beginning of year


750,787


$
14.71



764,084


$
13.47



859,554


$
13.28Forfeited


(19,400
)


20.47



(3,771
)


21.35







Exercised


(61,550
)


12.18



(110,540
)


12.44



(97,470
)


11.95Granted


28,534



13.34



101,014



21.85



2,000



20.98Stock options outstanding at end of year


698,371



14.72



750,787



14.71



764,084



13.47Stock options exercisable at end of year


553,401







594,543







679,301   2008

2007

2006Weighted average fair value of stock options granted during the
    year

$
2.15


$
5.44


$
4.51       2008

2007

2006Expected average risk-free interest rate

2.58% - 2.88%

4.46% - 4.88%

4.36%Expected average life (in years)

6.33

6.00

5.06Expected volatility

27.23% - 28.88%

24.03% - 24.71%

24.33%Expected dividend yield

4.97% - 5.36%

2.56% - 2.95%

2.79%       2008


2007Weighted





WeightedAverage





AverageShares


Fair Value


Shares


Fair ValueUnvested stock options at beginning of period


156,244


$
5.07



84,783


$
4.44Vested


(20,408
)


4.60



(25,782
)


4.41Forfeited


(19,400
)


4.89



(3,771
)


5.30Granted


28,534



2.15



101,014



5.44Unvested stock options at end of period


144,970


$
4.59



156,244


$
5.07  90




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Proceeds from options exercised

$
750


$
1,375


$
1,164Related tax benefit recognized

$
90


$
316


$
240Intrinsic value of options exercised

$
267


$
1,174


$
1,011     Outstanding


ExercisableWeightedAverageRemaining





WeightedContractual Life





AverageRange of Exercise Prices

Shares


(In Years)


Shares


Exercise Price$ 9.54 - 12.00


71,565



2.3



71,565


$
11.0712.01 - 15.00


403,965



1.6



375,431



12.3415.01 - 18.00


23,625



2.3



21,607



17.2718.01 - 21.00


111,000



5.7



83,799



19.2721.01 - 23.72


88,216



8.0



999



21.86Total


698,371



3.2



553,401


$
13.44Aggregate intrinsic value

$







$
     RECOGNITION
    AND RETENTION PLAN
     91




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007Weighted





WeightedAverage





AverageGrant-Date





Grant-DateShares


Fair Value


Shares


Fair ValueIssued and unvested common stock grants at beginning of year


12,907


$
21.54



1,855


$
19.42Shares granted during the period










11,232



21.86Shares forfeited during the period


(1,093
)


21.86







Shares vested during the period


(342
)


19.43



(180
)


19.58Issued and unvested common stock grants at end of year


11,472


$
21.57



12,907


$
21.54       2008


2007


2006Stock


Stock


Stock


Stock


Stock


StockOptions


Grants


Options


Grants


Options


GrantsCompensation costs recognized in income

$
220


$
61


$
224


$
66


$
113


$
52Related tax benefit recognized in income






21







23







18     Stock


Stock


TotalOptions


Grants


AwardsYears ending June 30,2009

$
178


$
60


$
2382010


141



56



1972011


19







192012


9







9Total

$
347


$
116


$
463   NOTE 15 
    COMMITMENTS,
    CONTINGENCIES AND GUARANTEES     92




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
    2008


2007Fixed


Variable


Fixed


VariableRate


Rate


Rate


RateCommitments to make loans (at market rates)

$
78,444


$
40,751


$
110,805


$
15,973Construction loan funds not yet disbursed


32,146



106,441



58,724



133,168Unused lines of credit and letters of credit


52,599



243,694



57,398



253,291Mortgage loan sales commitment


6,052











Mortgage-backed securities sales commitment


42,000







104,000



         NOTE 16 
    INTEREST
    RATE SWAPS      NOTE 17 
    REGULATORY
    REQUIREMENTS  CAPITAL
   93




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
          To be WellCapitalized UnderFor Capital


Prompt CorrectiveActual


Adequacy Purposes


Action RegulationsAmount


Ratio


Amount


Ratio


Amount


Ratio2008Total capital (to risk weighted assets)

$
6,586



15.61
%

$
3,375



8.00
%

$
4,219



10.00
%Tier 1 capital less deductions (to risk weighted assets)


6,442



15.27



1,688



4.00



2,532



6.00Tier 1 capital (to adjusted total assets)


6,442



9.63



2,676



4.00



3,345



5.00Tangible capital (to adjusted total assets)


6,437



9.62



1,004



1.50     To be WellCapitalized UnderFor Capital


Prompt CorrectiveActual


Adequacy Purposes


Action RegulationsAmount


Ratio


Amount


Ratio


Amount


Ratio2008Total capital (to risk weighted assets)

$
268,690



11.40
%

$
188,564



8.00
%

$
235,705



10.00
%Tier 1 capital less deductions (to risk weighted assets)


244,282



10.36



94,282



4.00



141,423



6.00Tier 1 capital (to adjusted total assets)


245,144



7.71



127,233



4.00



159,042



5.00Tangible capital (to adjusted total assets)


245,144



7.71



47,712



1.50   94




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  To be WellCapitalized UnderFor Capital


Prompt CorrectiveActual


Adequacy Purposes


Action RegulationsAmount


Ratio


Amount


Ratio


Amount


Ratio2007Total capital (to risk weighted assets)

$
249,789



10.42
%

$
191,828



8.00
%

$
239,785



10.00
%Tier 1 capital less deductions (to risk weighted assets)


223,978



9.34



95,914



4.00



143,871



6.00Tier 1 capital (to adjusted total assets)


226,652



7.30



124,195



4.00



155,244



5.00Tangible capital (to adjusted total assets)


226,652



7.30



46,573



1.50     To be WellCapitalized UnderFor Capital


Prompt CorrectiveActual


Adequacy Purposes


Action RegulationsAmount


Ratio


Amount


Ratio


Amount


Ratio2008Total capital (to risk weighted assets)

$
275,276



11.47
%

$
191,940



8.00
%

$
239,924



10.00
%Tier 1 capital less deductions (to risk weighted assets)


250,724



10.45



95,970



4.00



143,955



6.00Tier 1 capital (to adjusted total assets)


251,586



7.75



129,910



4.00



162,387



5.00Tangible capital (to adjusted total assets)


251,581



7.75



48,716



1.50     CASH
   95




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 18 
    FAIR
    VALUES OF FINANCIAL INSTRUMENTS    2008


2007Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueFinancial assetsCash and due from banks

$
59,483


$
59,483


$
77,226


$
77,226Interest-bearing deposits in other banks


4,151



4,151



9,989



9,989Fed funds sold


5,608



5,608







Securities available for sale


284,433



284,433



285,242



285,242Loans held for sale


72,341



72,652



96,163



97,001Loans, net


2,620,561



2,676,642



2,481,841



2,513,716Federal Home Loan Bank stock


35,761



35,761



33,209



33,209Derivative assets


205



205



539



539Other financial assets


14,090



14,090



15,644



15,644Financial liabilitiesDemand and savings deposits

$
(1,244,361
)

$
(1,244,361
)

$
(1,191,719
)

$
(1,191,719
)Time deposits


(1,124,731
)


(1,126,568
)


(1,048,977
)


(1,043,501
)Short-term borrowings


(197,100
)


(196,861
)


(226,633
)


(225,903
)Long-term debt


(424,374
)


(444,446
)


(366,530
)


(358,093
)Derivative liabilities


(497
)


(497
)


(168
)


(168
)Other financial liabilities


(7,580
)


(7,580
)


(8,803
)


(8,803
)     NOTE 19 
    OTHER
    ASSETS    At June 30,2008


2007Company-owned life insurance

$
32,095


$
30,866Real estate owned


27,292



6,717Mortgage servicing assets


14,272



20,785Other


24,206



30,166Total other assets

$
97,865


$
88,534  96




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 20 
    SUBSEQUENT
    EVENTS (UNAUDITED)    NOTE 21 
    CONDENSED
    PARENT COMPANY FINANCIAL INFORMATION    CONDENSED
    BALANCE SHEETS
  At June 30,2008


2007AssetsCash and due from banks

$
8,485


$
34,382Securities available for sale


3,320



6,850Notes receivable from banking subsidiaries


5,119



5,524Investment in banking subsidiaries


352,643



330,405Investment in other subsidiaries


10,643



11,167Other assets


7,105



6,655Total assets

$
387,315


$
394,983Liabilities and shareholders equityJunior subordinated debentures owed to unconsolidated trusts

$
61,856


$
61,857Accrued expenses and other liabilities


6,492



6,939Total liabilities


68,348



68,796Shareholders equity


318,967



326,187Total liabilities and shareholders equity

$
387,315


$
394,983  97




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  CONDENSED
    STATEMENTS OF INCOME
  Years Ended June 30,2008


2007


2006IncomeInterest income

$
295


$
1,320


$
943Dividends from banking subsidiaries


3,000



20,000



15,000Dividends from nonbank subsidiaries


1,500







Income from unconsolidated affiliates


123



114



106Net gain on sale of securities


760







Other-than-temporary
    impairment of securities


(183
)






Total income


5,495



21,434



16,049ExpensesInterest expense


3,934



4,103



3,587Merger related costs


1,176







1,347Other expenses


852



511



875Total expenses


5,962



4,614



5,809Income (loss) before income taxes


(467
)


16,820



10,240Income tax (benefit)


(1,702
)


(1,170
)


(1,716
)Income before undistributed net earnings of subsidiaries


1,235



17,990



11,956Increase in undistributed net earnings of banking subsidiaries


10,079



6,390



10,112Increase (decrease) in undistributed net earnings of nonbank
    subsidiaries


(524
)


1,244



976Net income

$
10,790


$
25,624


$
23,044  98




---



##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  CONDENSED
    STATEMENTS OF CASH FLOWS
  Years Ended June 30,2008


2007


2006Cash flows from operating activitiesNet income

$
10,790


$
25,624


$
23,044Adjustments to reconcile net income to net cash from operating
    activitiesEquity in undistributed earnings in subsidiaries


(9,555
)


(7,634
)


(11,088
)Amortization, net of accretion


95



65



67Securities (gains)


(760
)






Other than temporary impairment of securities


183







Change in deferred taxes


897



443



(167
)Change in other assets


(447
)


(253
)


(904
)Change in interest payable


(78
)


3



144Change in other liabilities


(1,887
)


832



2,200Net cash from operating activities


(762
)


19,080



13,296Cash flows from investing activitiesProceeds from maturities of securities


5,312



270



527Purchases of securities


(2,459
)


(2,770
)


(290
)Cash paid for Hicksville Building, Loan and Savings Bank


(4,000
)






Cash received from OC Financial, Inc.


132







Cash paid for The Northern Savings and Loan Company










(14,010
)Change in loans to Bank


404



552



513Net cash from investing activities


(611
)


(1,948
)


(13,260
)Cash flows from financing activitiesPurchase of treasury stock


(14,116
)


(6,543
)


Cash dividends paid


(10,913
)


(10,488
)


(8,165
)Net proceeds from issuance of subordinated debt securities










30,928Proceeds from stock options exercised


750



1,375



1,164Dividends from unearned ESOP shares


(245
)


(253
)


(284
)Net cash from financing activities


(24,524
)


(15,909
)


23,643Net change in cash and due from banks


(25,897
)


1,223



23,679Cash and due from banks at beginning of year


34,382



33,159



9,480Cash and due from banks at end of year

$
8,485


$
34,382


$
33,159Supplemental noncash disclosuresStock portion of acquisition price of OC Financial, Inc.

$
7,536


$



$
Stock portion of acquisition price of The Northern Savings and
    Loan Company

$



$



$
58,090  99




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##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 22 
    EARNINGS
    PER SHARE    2008


2007


2006BasicNet income

$
10,790


$
25,624


$
23,044Average shares outstanding


16,579,748



17,453,871



15,126,531Average unearned ESOP shares


(369,315
)


(417,917
)


(477,269
)Average unearned RRP shares


(78,235
)


(81,150
)


(84,353
)Weighted average common shares outstanding  basic


16,132,198



16,954,804



14,564,909Basic earnings per share

$
0.67


$
1.51


$
1.58DilutedNet income

$
10,790


$
25,624


$
23,044Weighted average common shares outstanding  basic


16,132,198



16,954,804



14,564,909Dilutive effects of assumed exercises of stock options


63,506



216,593



256,065Dilutive effects of unearned RRP shares






287



392Weighted average common shares outstanding  diluted


16,195,704



17,171,684



14,821,366Diluted earnings per share

$
0.67


$
1.49


$
1.55    100




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##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 23 
    TOTAL
    COMPREHENSIVE INCOME    2008


2007


2006Net income

$
10,790


$
25,624


$
23,044Other comprehensive income (loss)Changes in unrealized gains (losses) on available for sale
    securities


(11,954
)


3,682



(4,591
)Less reclassification adjustments for (gains) losses later
    recognized in income:Realized losses (gains) on sale of available for sale securities


(742
)


(430
)


943Recognition of other than temporary impairment


8,611







Realized losses on termination of interest rate swaps


935



954



1,243(3,150
)


4,206



(2,405
)Tax effect


1,102



(1,494
)


863Total other comprehensive income (loss)


(2,048
)


2,712



(1,542
)Total comprehensive income

$
8,742


$
28,336


$
21,502  101




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##### Table of Contents



Notes To
    Consolidated Financial
    Statements  (Continued)
  NOTE 24 
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)  September 30


December 31


March 31


June 302008Total interest income

$
48,507


$
48,884


$
47,421


$
44,860Total interest expense


27,135



27,326



25,586



21,999Net interest income


21,372



21,558



21,835



22,861Provision for loan losses


1,961



5,195



4,680



4,631Net interest income after provision for loan losses


19,411



16,363



17,155



18,230Total noninterest income


10,191



714



9,936



6,124
(1)Total noninterest expense


20,429



22,455



19,972



21,209
(2)Income (loss) before income taxes


9,173



(5,378
)


7,119



3,145Income tax provision (benefit)


2,919



(2,231
)


2,350



231Net income (loss)

$
6,254


$
(3,147
)

$
4,769


$
2,914Basic earnings (loss) per share

$
0.38


$
(0.20
)

$
0.30


$
0.18Diluted earnings (loss) per share

$
0.38


$
(0.20
)

$
0.30


$
0.182007Total interest income

$
46,754


$
45,565


$
46,406


$
47,739Total interest expense


24,022



24,663



24,889



25,885Net interest income


22,732



20,902



21,517



21,854Provision for loan losses


1,380



1,410



1,425



3,176
(3)Net interest income after provision for loan losses


21,352



19,492



20,092



18,678Total noninterest income


7,908



7,508



7,787



9,085Total noninterest expense


18,933



17,425



18,396



19,442
(4)Income before income taxes


10,327



9,575



9,483



8,321Income tax provision


3,325



3,045



3,016



2,696Net income

$
7,002


$
6,530


$
6,467


$
5,625Basic earnings per share

$
0.41


$
0.39


$
0.38


$
0.33Diluted earnings per share

$
0.41


$
0.38


$
0.38


$
0.33     (1)
    
    Includes $5,900 for the impairment of securities during the
    second fiscal quarter of 2008 and $2,711 for the impairment of
    securities during the fourth fiscal quarter of 2008.(2)
    
    Includes $790 of merger, integration and restructuring expenses
    related to the acquisition of Hicksville Building, Loan and
    Savings Bank completed October 31, 2007 and $451 of merger,
    integration and restructuring expenses related to the
    acquisition of OC Financial, Inc. completed June 30, 2008.(3)
    
    Includes $1,400 of provision for loan losses related to one
    $3,900 loan that was classified as nonperforming during the
    fourth quarter of fiscal 2007.(4)
    
    Includes $749 of merger, integration and restructuring expenses
    related to the acquisition of retail banking offices in the
    greater Flint, Michigan area completed April 27, 2007. 102




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  form 10-K
 103




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal
    Control  Integrated Framework
        Internal
    Control  Integrated Framework
  
    104




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting
    Rules 13a-15(f) 15d-15(f)
      Internal Control 
    Integrated Framework
    Steven R. Lewis

David W. GiffordPresident and Chief Executive Officer

Chief Financial Officer  105




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors
    and Executive Officers of the Registrant  Section 16(a)
    Beneficial Ownership Reporting Compliance.
  Additional
    Information About Directors and Executive
    Officers Section 16(a) Beneficial
    Ownership Reporting Compliance Form 10-K.
  Code of
    Ethics
  Form 10-K.
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K.
    Number of


Weighted-


Number ofSecurities to be


Average


SecuritiesIssued upon


Exercise


RemainingExercise of


Price of


Available forOutstanding


Outstanding


Future IssuanceOptions,


Options,


Under EquityWarrants


Warrants


CompensationPlan Category

and Rights


and Rights


PlansEquity compensation plans approved by shareholders


698,371


$
14.72



966,352Equity compensation plans not approved by shareholders










Total


698,371


$
14.72



966,352  106




---



##### 



Item 13.
    Certain
    Relationships and Related Transactions  Additional Information About
    Directors and Executive Officers Transactions
    with Certain Related Persons Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K.
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)
    (1) Financial Statements
  Form 10-K
   
 Document

ItemSelected Financial Data


Item 6Managements Discussion and Analysis of Financial Condition
    and Results of Operations


Item 7Report of Independent Registered Public Accounting Firm on
    Consolidated Financial Statements


Item 8Consolidated Statements of Financial Condition as of
    June 30, 2008 and 2007


Item 8Consolidated Statements of Income for Years Ended June 30,
    2008, 2007 and 2006


Item 8Consolidated Statements of Changes in Shareholders Equity
    for Years Ended June 30, 2008, 2007 and 2006


Item 8Consolidated Statements of Cash Flows for Years Ended
    June 30, 2008, 2007 and 2006


Item 8Notes to Consolidated Financial Statements


Item 8Managements Report on Internal Control over Financial
    Reporting


Item 9AReport of Independent Registered Public Accounting Firm


Item 9AEX-10.5EX-10.6EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2    (a)
    (2) Financial Statement Schedules
   107




---



##### Table of Contents



(a)
    (3) Exhibits
  Form 10-K,
  Regulation



Reference to Prior FilingS-K Exhibit



or Exhibit NumberNumber

Document

Attached Herein2
.1

Purchase and Assumption Agreement, dated as of September 6,
    2007, by and among Hicksville Building, Loan & Savings
    Bank and its successors, First Place Bank and First Place
    Financial Corp.


(i)2
.2

Purchase and Assumption Agreement, dated as of April 2,
    2008, by and among OC Financial, Inc. and its successors, First
    Place Bank and First Place Financial Corp.


(ii)2
.3

Purchase and Assumption Agreement, dated as of May 8, 2008,
    by and among CAMCO Financial Corporation and its successors,
    First Place Bank and First Place Financial Corp.


(iii)3
.1

First Place Financial Corp. Certificate of Incorporation


(iv)3
.2

First Place Financial Corp. Bylaws


(v)4


Specimen First Place Financial Corp. common stock certificate


(iv)10
.1

Employment Contract between First Place Financial Corp. and
    Steven R. Lewis, President and Chief Executive Officer
    effective July 1, 2008


(vi)10
.2

Employment Contract between First Place Bank and Steven R.
    Lewis, President and Chief Executive Officer effective
    July 1, 2008


(vi)10
.3

First Place Financial Corp. 1999 Incentive Plan


(vii)10
.4

First Place Financial Corp. 2004 Incentive Plan


(viii)10
.5

First Place Bank change in control severance agreement


10
.510
.6

First Place Financial Corp. change in control severance agreement


10
.614


Code of Ethics


(v)21


Subsidiaries of Registrant


2123


Consent of Crowe Horwath LLP


2331
.1

Rule 13a  14(a) Certification of Chief Executive
    Officer


31
.131
.2

Rule 13a  14(a) Certification of Chief Financial
    Officer


31
.232
.1

Section 1350 Certification of Chief Executive Officer


32
.132
.2

Section 1350 Certification of Chief Financial Officer


32
.2     (i)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K
    dated September 6, 2007 and incorporated by reference
    herein.(ii)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K
    dated April 2, 2008 and incorporated by reference herein.(iii)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K
    dated May 8, 2008 and incorporated by reference herein.(iv)
    
    Filed as exhibits to the Companys
    Form S-1
    registration statement filed on September 9, 1998 (File
    No. 333-63099)
    pursuant to the Securities Act of 1933, as amended. All of such
    previously filed documents are hereby incorporated by reference
    in accordance with Item 601 of
    Regulation S-K.(v)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    dated September 7, 2007 and incorporated by reference
    herein.(vi)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K
    dated August 26, 2008 and incorporated by reference herein.(vii)
    
    Filed as Appendix A to the Companys Definitive Proxy
    Statement filed May 19, 1999 and incorporated by reference
    herein.(viii)
    
    Filed as Appendix A to the Companys Definitive Proxy
    Statement filed September 27, 2004 and incorporated by
    reference herein. 108




---



##### Table of Contents



SIGNATURES
    First Place Financial Corp.
  By:
    /s/  Steven
    R. Lewis        /s/  Steven
    R. LewisSteven
    R. Lewis
    President, Chief Executive Officer and Director
    (Principal Executive Officer)
    Date: September 15, 2008/s/  David
    W. GiffordDavid
    W. Gifford
    Chief Financial Officer
    Date: September 15, 2008/s/  A
    Gary BitonteA.
    Gary Bitonte
    Director
    Date: September 15, 2008/s/  Donald
    CagigasDonald
    Cagigas
    Director
    Date: September 15, 2008/s/  Marie
    Izzo CartwrightMarie
    Izzo Cartwright
    Director
    Date: September 15, 2008/s/  Robert
    P. GraceRobert
    P. Grace
    Director
    Date: September 15, 2008 109




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##### Table of Contents



/s/  Thomas
    M. HumphriesThomas
    M. Humphries
    Director
    Date: September 15, 2008/s/  Earl
    T. KissellEarl
    T. Kissell
    Director
    Date: September 15, 2008/s/  Jeffrey
    B. OhlemacherJeffrey
    B. Ohlemacher
    Director
    Date: September 15, 2008/s/  E.
    Jeffrey RossiE.
    Jeffrey Rossi
    Director
    Date: September 15, 2008/s/  Samuel
    A. RothSamuel
    A. Roth
    Chairman of the Board
    Date: September 15, 2008/s/  William
    A. RussellWilliam
    A. Russell
    Director
    Date: September 15, 2008/s/  Ronald
    P. VolpeRonald
    P. Volpe
    Director
    Date: September 15, 2008/s/  Robert
    L. WagmillerRobert
    L. Wagmiller
    Director
    Date: September 15, 2008  110