AGREEMENT AND PLAN OF REORGANIZATION



         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 Corporation ("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











<PAGE>   2



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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC