AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 23, 2001

("Agreement"), among Peoples Community Bancorp, Inc. ("Bancorp"), a Delaware

corporation, Peoples Community Bank (the "Bank"), a federally-chartered

savings bank and a wholly-owned subsidiary of Bancorp, Kenwood Bancorp, Inc.

("KBI"), a Delaware corporation, and Kenwood Savings Bank ("Kenwood Savings"),

an Ohio-chartered savings association and wholly-owned subsidiary of KBI.



                                WITNESSETH:



     WHEREAS, the Boards of Directors of Bancorp, the Bank, KBI and Kenwood

Savings have determined that it is in the best interests of their respective

companies and their stockholders to consummate the business combination

transactions provided for herein; and



     WHEREAS, the parties desire to provide for certain undertakings,

conditions, representations, warranties and covenants in connection with the

transactions contemplated hereby; and



     WHEREAS, as a condition and inducement to the willingness of Bancorp to

enter into this Agreement, the directors and executive officers of KBI (the

"KBI Stockholders") are concurrently entering into a Stockholder Agreement

with Bancorp (the "Stockholder Agreement"), in substantially the form attached

hereto as Exhibit A, pursuant to which, among other things, such directors

agree to vote their shares of KBI Common Stock (as defined below) in favor of

this Agreement and the transactions contemplated hereby.



     NOW, THEREFORE, in consideration of the premises and the mutual

covenants, representations, warranties and agreements herein contained, the

parties hereto agree as follows:



                                 ARTICLE I



                                 THE MERGER



     1.01 The Merger.  Subject to the terms and conditions of this Agreement

and subject to and in accordance with an Agreement of Merger, a copy of which

is attached hereto as Exhibit B (the "Agreement of Merger"), between KBI and

KBI Acquisition Corp. ("Interim"), a Delaware corporation to be formed as a

wholly-owned subsidiary of the Bank in connection with the transactions

contemplated hereby, at the Effective Time (as defined in Section 1.05

hereof), Interim shall be merged with and into KBI in accordance with Section

251 of the Delaware General Corporation Law ("DGCL") (the "Merger"), with KBI

as the surviving corporation (hereinafter



                                      1







sometimes called the "Surviving Corporation"). Simultaneously with or as soon

as practicable after the Merger, the Surviving Corporation shall be merged

with and liquidated into the Bank (the "Liquidation") in accordance with a

Plan of Complete Liquidation, the form of which is attached hereto as Exhibit

C.  Simultaneously with or immediately following consummation of the

Liquidation, the parties hereto will cause Kenwood Savings to be merged with

and into the Bank, with the Bank as the resulting institution (the "Bank

Merger").



     1.02  Effect of the Merger.  As of the Effective Time (as defined in

Section 1.05 hereof), the Surviving Corporation shall be considered the same

business and corporate entity as each of KBI and Interim and thereupon and

thereafter, all the property, rights, powers and franchises of each of KBI and

Interim shall vest in the Surviving Corporation and the Surviving Corporation

shall be subject to and be deemed to have assumed all of the debts,

liabilities, obligations and duties of each of KBI and Interim and shall have

succeeded to all of each of their relationships, fiduciary or otherwise, as

fully and to the same extent as if such property rights, privileges, powers,

franchises, debts, obligations, duties and relationships had been originally

acquired, incurred or entered into by the Surviving Corporation.  In addition,

any reference to either of KBI and Interim in any contract or document,

whether executed or taking effect before or after the Effective Time, shall be

considered a reference to the Surviving Corporation if not inconsistent with

the other provisions of the contract or document; and any pending action or

other judicial proceeding to which either of KBI and Interim is a party, shall

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