Exhibit
10.2

    


    United
States Department of the Treasury

    1500
Pennsylvania Avenue, NW

    Washington,
D.C. 20220

    


    March 13,
2009

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of as of the date of this letter agreement (the
“Securities Purchase
Agreement”) between United States Department of Treasury (“Investor”) and the company
named on the signature page hereto (the “Company”).  Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Securities Purchase Agreement.

     

    The
American Recovery and Reinvestment Act of 2009, as it may be amended from time
to time (the “Act”),
includes provisions relating to executive compensation and other matters that
may be inconsistent with the Securities Purchase Agreement, the Warrant and the
Certificate(s) of Designation (the “Transaction
Documents”).  Accordingly, Investor and the Company desire to
confirm their understanding as follows:

     

    1.            
Notwithstanding anything in the Transaction Documents to the contrary, in the
event that the Act or any rules or regulations promulgated thereunder are
inconsistent with any of the terms of the Transaction Documents, the Act and
such rules and regulations shall control.

     

    2.            
For the avoidance of doubt (and without limiting the generality of Paragraph
1):

     

    (a)           the
provisions of Section 111 of the Emergency Economic Stabilization Act of 2008,
as amended by the Act or otherwise from time to time (“EESA”), shall apply to the
Company;

     

    (b)           the
waiver to be delivered by each of the Company’s Senior Executive Officers
pursuant to Section 1.2(d)(v) of the Securities Purchase Agreement shall, in
addition, be delivered by any additional highly compensated employees required
by applicable rules or regulations under EESA;

     

    (c)           the
Company’s chief executive officer and chief financial officer shall provide the
written certification of compliance by the Company with the requirements of
Section 111 of EESA in the manner specified by Section 111(b)(4) thereunder or
in any rules or regulations under EESA; and

     

    (d)           the
Company shall be permitted to repay preferred shares, and when such preferred
shares are repaid, the Investor shall liquidate warrants associated with such
preferred shares, all in accordance with the Act and any rules and regulations
thereunder.

     

    From and
after the date hereof, each reference in the Securities Purchase Agreement to
“this Agreement” or “this Securities Purchase Agreement” or words of like import
shall mean and be a reference to the Agreement (as defined in the Securities
Purchase Agreement) as amended by this letter agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
letter agreement will be governed by and construed in accordance with the
federal law of the United States if and to the extent such law is applicable,
and otherwise in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.

     

    This
letter agreement, the Securities Purchase Agreement, the Warrant, the
Certificate(s) of Designation and any other documents executed by the parties at
the Closing constitute the entire agreement of the parties with respect to the
subject matter hereof.

    


    Nothing
in this letter agreement shall be deemed an admission by Investor as to the
necessity of obtaining the consent of the Company in order to effect the changes
to the Transaction Documents contemplated by this letter agreement, nor shall
anything in this letter agreement be deemed to require Investor to obtain the
consent of any other TARP recipient (as defined in the Act) participating in the
Capital Purchase Program (the “CPP”) in order to effect
changes to their documentation under the CPP.

    


    This
letter agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement.  Executed
signature pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed sufficient as if actual signature pages had been
delivered.

     

    [Remainder
of this page intentionally left blank]

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    In
witness whereof, the parties have duly executed this letter agreement as of the
date first written above.

     

    
      
        
          
            
              	 
      	
                      UNITED
      STATES DEPARTMENT OF

                    
	 
      	
                      THE
      TREASURY

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                             /s/ Neel
      Kashkari

                    
	 
      	 
      	
                      Name:
      Neel Kashkari

                    
	 
      	 
      	
                      Title:  
      Interim Assistant Secretary For
      Financial
          
       Stability

                    
	 
      	 
      	 
      
	 
      	
                      COMPANY:
      FIRST PLACE FINANCIAL CORP.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                             /s/ Steven R.
      Lewis

                    
	 
      	 
      	
                      Name:
      Steven R. Lewis

                    
	 
      	 
      	
                      Title:  
      President and Chief Executive
Officer

                    


            

          

        

      

    

     

    
      Signature
Page to Letter Agreement