AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 19, 2000

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

corporation headquartered in Lebanon, Ohio, Peoples Community Bank ("Peoples

Bank"), a federal savings bank chartered under the laws of the United States,

and Market Financial Corp. ("Market"), an Ohio corporation headquartered in

Mount Healthy, Ohio, and Market Bank ("Market Bank"), a state savings and loan

association incorporated under the laws of the State of Ohio.





                                  WITNESSETH:



     WHEREAS, the Boards of Directors of Peoples, Peoples Bank, Market and

Market Bank have determined that it is in the best interests of their

respective companies and their shareholders to consummate the business

combination transactions provided for herein, including the merger of Market

with and into Peoples and the subsequent merger of Market Bank with and into

Peoples Bank, subject to the terms and conditions set forth 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 Peoples' willingness to enter

into this Agreement certain stockholders of Market are concurrently entering

into a Stockholder Agreement with Peoples (the "Stockholder Agreement"), in

substantially the form attached hereto as Exhibit A, pursuant to which, among

other things, such stockholders agree to vote their shares of Market Common

Stock 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 Mergers.  Subject to the terms and conditions of this

Agreement and the Agreement of Merger, dated as of the date hereof, between

Peoples and Market, a copy of which is attached hereto as Exhibit B, at the

Effective Time (as defined  hereinafter), Market shall be merged with and into

Peoples in accordance with Section 252 of the Delaware General Corporation Law

("DGCL") and Title 17, Chapter 1701 of the Ohio General Corporation Law

("OGCL") (the "Merger"), with Peoples as the surviving corporation

(hereinafter sometimes called the "Surviving Corporation").  Each share of

common stock, no par value per share, of Market ("Market Common



Stock") outstanding immediately prior to the Effective Time shall be cancelled

and extinguished.  Each of such shares (other than shares as to which

dissenters' rights have been asserted in accordance with Ohio law (the "Market

Dissenting Shares") and shares held by Market (including treasury shares) or

Peoples or any of their respective wholly-owned subsidiaries) shall, by virtue

of the Merger and without any further action by the holder thereof, be converted

into and represent the right to receive shares of common stock, par value $.01

per share, of Peoples ("Peoples Common Stock") and, if applicable, cash in lieu

of fractional shares, or $13.00 in cash ("Merger Consideration"), as provided in

Section 1.03 hereof and subject to the terms, conditions, limitations and

procedures set forth in this Agreement and the Agreement of Merger.  Following

consummation of the Merger, Peoples shall cause Market Bank to merge with and

into Peoples Bank, with Peoples Bank as the resulting institution.



     1.02.     Effective Time. The Merger shall become effective at 5:00 p.m. on

the date that a Certificate of Merger is filed with the Secretary of State of

the State of Delaware pursuant to the DGCL and a Certificate of Merger is

filed with the Secretary of State of the State of Ohio pursuant to the OGCL,

unless a later date and time is specified as the effective time in such

Certificate of Merger ("Effective Time").  A closing (the "Closing") shall

take place immediately prior to the Effective Time at 10:00 a.m., on the fifth

business day following the receipt of all necessary regulatory or governmental

approvals and consents and the expiration of all statutory waiting periods in

respect thereof and the satisfaction or waiver, to the extent permitted

hereunder, of the conditions to the consummation of the Merger specified in

Article V of this Agreement (other than the delivery of certificates and other

instruments and documents to be delivered at the Closing), at the offices of

Peoples, 11 S. Broadway, Lebanon, Ohio 45036-1780, or at such other place, at

such other time, or on such other date as the parties may mutually agree upon.

At the Closing, there shall be delivered to Peoples and Market the

certificates and other documents required to be delivered under Article V

hereof.



     1.03 Conversion of Shares.  At the Effective Time, by virtue of the

Merger and without any action on the part of a holder of shares of Market

Common Stock:

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