THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 1st day of

March 2002, among Peoples Community Bancorp, Inc., a Delaware corporation (the

"Corporation"), Peoples Community Bank, a Federally chartered savings bank and

wholly owned subsidiary of the Corporation (the "Bank"), and Jerry L. Boate

(the "Executive").  The Corporation and the Bank are collectively referred to

as the "Employers".



                                 WITNESSETH



     WHEREAS, the Executive is presently an officer of each of the Employers;



     WHEREAS, the Employers desire to be ensured of the Executive's continued

active participation in the business of the Employers; and



     WHEREAS, in order to induce the Executive to remain in the employ of the

Employers and in consideration of the Executive's agreeing to remain in the

employ of the Employers, the parties desire to specify the severance benefits

which shall be due the Executive in the event that his employment with the

Employers is terminated under specified circumstances;



     NOW THEREFORE, in consideration of the mutual agreements herein

contained, and upon the other terms and conditions hereinafter provided, the

parties hereby agree as follows:



     1.   Definitions.  The following words and terms shall have the

meanings set forth below for the purposes of this Agreement:



     (a)  Annual Compensation.  The Executive's "Annual Compensation" for

purposes of this Agreement shall be deemed to mean the average level of

compensation paid to the Executive by the Employers or any subsidiary thereof

during the most recent five taxable years preceding the Date of Termination

(or such shorter period as the Executive was employed), and which was included

in the Executive's gross income for tax purposes, including but not limited to

the Executive's  salary, bonuses and all other amounts taxable to the

Executive pursuant to any employee benefit plans of the Employers.



     (b)  Cause. Termination of the Executive's employment for "Cause" shall

mean termination because of personal dishonesty, incompetence, willful

misconduct, breach of fiduciary duty involving personal profit, intentional

failure to perform stated duties, willful violation of any law, rule or

regulation (other than traffic violations or similar offenses), final cease-

and-desist order or material breach of any provision of this Agreement.  For

purposes of this paragraph, no act or failure to act on the Executive's part

shall be considered "willful" unless done, or omitted to be done, by the

Executive not in good faith and without reasonable belief that the Executive's

action or omission was in the best interests of the Employers.





     (c)  Change in Control of the Corporation.  "Change in Control of the

Corporation" shall mean a change in control of a nature that would be required

to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A

promulgated under the Securities Exchange Act of 1934, as amended ("Exchange

Act"), or any successor thereto, whether or not the Corporation is registered

under the Exchange Act; provided that, without limitation, such a change in

control shall be deemed to have occurred if (i) any "person" (as such term is

used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the

"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of securities of the Corporation representing 25% or more of

the combined voting power of the Corporation's then outstanding securities; or

(ii) during any period of two consecutive years, individuals who at the

beginning of such period constitute the Board of Directors of the Corporation

cease for any reason to constitute at least a majority thereof unless the

election, or the nomination for election by stockholders, of each new director

was approved by a vote of at least two-thirds of the directors then still in

office who were directors at the beginning of the period.



     (d)  Code.  "Code" shall mean the Internal Revenue Code of 1986, as

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