10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended June 30, 2006

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from              to             

Commission File Number 0-25049

FIRST PLACE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	34-1880130
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

185 E. Market Street, Warren, OH 44481

(Address of principal executive offices)

(330) 373-1221

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ¨    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ¨    NO  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  ¨    Accelerated filer  x    Non- accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    YES  ¨    NO  x

The aggregate market value of the voting stock held by non-affiliates of the Registrant was $309.6 million based upon the last sales price as of December 31, 2005. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.)

As of September 11, 2006, the Registrant had 17,459,194 shares of Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of Form 10-K – Proxy Statement for the 2006 Annual Meeting of Shareholders.

PART I

Forward-Looking Statements

When used in this Form 10-K, or in future filings by First Place Financial Corp. (the Company) with the Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results to be materially different from those indicated. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the market areas the Company conducts business, which could materially impact credit quality trends, changes in laws, regulations or in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the market areas the Company conducts business, and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 1. Business

General. First Place Financial Corp. was organized in August 1998 for the purpose of becoming a holding company to own all of the outstanding capital stock of First Federal Savings and Loan Association of Warren (First Federal). The conversion of First Federal from a federally chartered mutual savings and loan association to a federally chartered stock savings association was completed on December 31, 1998. On May 12, 2000, the Company acquired Ravenna Savings Bank, with total assets of $200 million. On December 22, 2000, the Company completed a merger of equals transaction with FFY Financial Corp (FFY), with total assets of $680 million. FFY was merged into the Company, and FFY’s thrift subsidiary, FFY Bank, was merged into First Federal. As a part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank (Bank).

On May 28, 2004, the Company acquired 100% of the common stock of Franklin Bancorp, Inc. (Franklin) and merged Franklin into the Company. As of the merger date, Franklin had total assets of $627 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered stock savings association and changed its name to Franklin Bank. As of June 30, 2004, both First Place Bank and Franklin Bank were wholly-owned subsidiaries of the Company. Effective July 2, 2004, the two banks merged. The surviving institution has retained the name of First Place Bank, although it continues to do business in Michigan under the name of Franklin Bank as a division of First Place Bank.

On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern). On June 28, 2006, Northern converted from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger, Northern had total assets of $360 million. On July 25, 2006, the Company’s two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single federal savings association with the name First Place Bank. The retail locations that were part of Northern will continue to operate as the Northern Savings Division of First Place Bank until the first quarter of calendar 2007 when the data processing systems and signage will be converted to the name First Place Bank.

For purposes of describing the business of the subsidiary savings associations, First Place Bank and The Northern Savings & Loan Company, we will use the terms “Bank” or “Banks” to mean both institutions from June 27, 2006 through July 25, 2006 and “Bank” to mean First Place Bank for all other time periods referenced herein.

The Company offers a wide variety of business and retail banking products, as well as a full range of insurance, real estate, and investment services. The Company conducts its business primarily through the Bank. The Bank’s principal business consists of accepting retail and business deposits from the general public and investing these funds primarily in one-to four-family residential mortgage, home equity, multifamily, commercial real estate, commercial and construction loans. The holding company structure provides the Company with greater flexibility than the Bank has to diversify its business activities through existing or newly formed subsidiaries, or through acquisitions or mergers with other financial institutions, as well as other companies. Other nonbanking operating subsidiaries of the Company include First Place Holdings, Inc., First Place Insurance Agency, Ltd., Coldwell Banker First Place Real Estate, Ltd. and its subsidiary First Place Referral Network, Ltd., APB Financial Group, Ltd., American Pension Benefits, Inc. and TitleWorks Agency, LLC, a 75% owned subsidiary of First Place Holdings, Inc. First Place Insurance Agency, Ltd. offers property, casualty, health and life insurance products.

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Coldwell Banker First Place Real Estate, Ltd. is a residential and commercial real estate brokerage firm. APB Financial Group, Ltd. and American Pension Benefits, Inc. are employee benefit consulting firms and specialists in wealth management, and provide services to both businesses and consumers. First Place Holdings, Inc. holds a 75% ownership interest in TitleWorks Agency, LLC, which provides real estate title services. In addition to these operating subsidiaries, the Company has three wholly-owned affiliates, First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III, each of which are special purpose entities that are accounted for using the equity method based on their nature and purpose. The following table indicates the relative size of nonbanking and banking affiliates as of and for the year ended June 30, 2006, based on total revenue and total assets.

	Total Revenue		Percent of Total Revenue		Total Assets		Percent of Total Assets
	(Dollars in thousands)
Total nonbanking affiliates	$	7,990	4.5	%	$	20,135	0.6	%
Bank		170,048	95.5	%		3,093,075	99.4	%
Total	$	178,038	100.0	%	$	3,113,210	100.0	%

No individual nonbanking affiliate accounts for more than 3.0% of total revenue or 0.3% of total assets. These nonbanking affiliates are managed to generate net income and to contribute to the profitability of the Company. In addition, these affiliates are operated with the goal of providing a comprehensive line of financial products for customers so that the Company can achieve synergies between the banking and nonbanking affiliates. These synergies include the referral of customers between bank and nonbank affiliates and efficiencies in the use of shared resources, including access to employee benefit programs. Based on the relative size and importance of the banking affiliates to the Company as a whole, the discussion of the business will focus primarily on the Bank.

The Company’s internet site, www.firstplacebank.com, contains an Investor Relations section that provides annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Director and Officer Reports on Form(s) 3, 4, and 5 and amendments to those documents filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, free of charge, as soon as reasonably practicable after the Company has filed these documents with, or furnished them to, the Securities and Exchange Commission (SEC). In addition, the Company’s filings with the SEC may be read and copied at the SEC Public Reference Room at 450 Fifth Street, NW Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SEC’s website at www.sec.gov free of charge, as soon as reasonably practicable after the Company has filed the above referenced reports.

Market Area. Headquartered in Warren, Ohio, approximately halfway between Cleveland, Ohio and Pittsburgh, Pennsylvania, the Company operates a community-oriented savings institution in two separate Midwest markets. First Place Bank currently operates 21 retail locations in Trumbull, Mahoning and Portage counties and 2 business financial centers in Cuyahoga County in Northeast Ohio. The Franklin Bank Division of First Place Bank has 6 retail locations, all located in southeastern Michigan near the Detroit, metropolitan area. The acquisition of The Northern Savings & Loan Company added 6 retail locations in Lorain County Ohio. In addition, the Company, through the Bank, operates 10 loan production offices located throughout Ohio, three located in Michigan and one located in Indiana.

Trumbull, Mahoning, Lorain and Portage Counties are considered the primary market area of First Place Bank in Ohio. Major industries in the area include light manufacturing, automotive and transportation, health care, as well as retail trade, wholesale trade and services. Major employers in Trumbull, Mahoning, Lorain and Portage counties include Delphi Packard Electric Systems, Forum Health, General Motors, HM Health Partners, Ford, Invacare, Kent State University, GE Lighting, WCI Steel, Inc., Robinson Memorial Hospital, the U.S. Postal Service, U.S. Air Force, Youngstown City Schools, Youngstown State University, and the county governments of Trumbull, Mahoning, Lorain and Portage Counties.

The reliance of the local economy on basic manufacturing industries has been reduced in recent years as the service sector expands and becomes a more dominant force in the local employment statistics. The annual unemployment rate for the Youngstown-Warren Metropolitan Statistical Area has fluctuated between 5.0% and 7.5% since 1998. The average unemployment rate for the state of Ohio ranged from a low of 4.0% to a high of 6.2% over the same time period. U. S. Department of Commerce, Bureau of Census data reports that the Youngstown-Warren Metropolitan Statistical Area has experienced a decline in population over the past two census periods. The Bank’s business and operating results could be significantly affected by continued changes in general economic conditions, as well as changes in population levels, unemployment rates, strikes and layoffs.

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The Company has two business financial centers in the suburban communities of Solon and North Olmsted in Cuyahoga County, which also includes Cleveland, Ohio. Cuyahoga County has also experienced a shift of employment from manufacturing to service industries, which has been taking place for more than 20 years. Cleveland has been more successful in shifting from a manufacturing center to a service industry center. That trend is reflected in more favorable annual unemployment rates, which ranged from a low of 3.9% to a high of 6.0% since 1998. Those rates are marginally more favorable than the rates for the state of Ohio over the same period. The Company has been successful in penetrating the residential mortgage market in Cuyahoga County. For the period from January 2006 to June 2006, First Place Bank ranked fourth among financial institutions in residential mortgage loans closed in Cuyahoga County. The Bank has less than a 1% share of deposits in Cuyahoga County.

The Franklin Bank Division of First Place Bank has four retail offices located in Oakland County and two in Wayne County, both in southeast Michigan near metropolitan Detroit. Employment in the area includes a variety of industries including manufacturing, service and education. From 2000 through 2004, Oakland County lost approximately 50,000 jobs. However, Oakland County recently ranked first among Michigan’s 83 counties in per capita income and in the top 1% in the United States. Franklin’s position as one of the few community banks in the area has enabled Franklin to be successful in marketing banking services to small to medium size businesses and their owners. The Bank has less than a 2% share of deposits in both Oakland County and Wayne County.

Lorain County, Ohio, approximately 30 miles west of Cleveland, is slowly diversifying its economic base from largely manufacturing to include a servicing sector. The county has experienced a steady growth in its tax base since 1995. Attracted by affordable land and relatively low taxes, the county’s residential population has grown and residential uses now account for 70% of 2005 assessed valuation. The Bank has approximately an 8% share of deposits in Lorain County.

The Bank operates loan production offices in Ohio, Michigan and Indiana. Ohio loan production offices are located in Newark, Mt. Vernon, Centerville, Howland, Hudson, Youngstown, Cincinnati, Toledo, Worthington and Pickerington. Michigan loan production offices are located in Grand Blanc, Holland and Jackson. The Indiana loan production office is located in Carmel, a suburb of Indianapolis. These offices along with business financial centers in Solon and North Olmsted, Ohio provide the Company access to many of the larger growing markets in Ohio, Michigan and Indiana. The majority of the business generated in these locations is mortgage banking business, which provides fee income to supplement the net interest margin the Company earns on traditional spread-based lending. However, the Company also originates commercial loans through loan production offices and has expanded this business in fiscal 2006. These strategies also result in generating loans over a larger geographic area which reduces the Company’s exposure to downturns in specific local economies.

Competition. The Company faces significant competition in offering financial services to customers. Both Ohio and southeastern Michigan have a high density of financial institution offices, many of which are branches of significantly larger institutions that have greater financial resources than the Company, and all of which are competitors to varying degrees. Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

Lending Activities

General. The largest component of the Company’s loan portfolio has historically been first mortgage loans secured by one-to four-family residences. However, the Company anticipates that commercial loans will grow faster than residential mortgage portfolio loans in fiscal 2007. Currently, the Company’s 1-4 family lending activity is primarily mortgage banking activity. The strategy is to sell most of the fixed-rate production in order to minimize investment in long-term, fixed-rate assets that have the potential to expose the Company to long-term interest rate risk. The Company also sells the majority of adjustable-rate mortgage loans. Agency eligible loan production is sold to Fannie Mae and Freddie Mac. Loans that do not qualify for sale to those agencies are sold to private buyers, primarily other financial institutions. The Company also originates multifamily, commercial real estate, commercial, construction and consumer loans, which typically have higher yields than traditional one-to four-family loans, and most of those originations are retained for the loan portfolio.

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Loan Portfolio Composition. The following table sets forth the composition of the loan portfolio in dollar amounts and in percentages as of the dates indicated. This table does not include loans held for sale.

	At June 30,
	2006					2005					2004					2003					2002
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in thousands)
1-4 family residential real estate loans
Permanent financing	$	950,133		40.4	%	$	643,617		35.1	%	$	698,002		46.5	%	$	538,248		59.7	%	$	590,238		65.1	%
Construction		173,778		7.4	%		162,677		8.9	%		104,133		6.9	%		41,004		4.5	%		37,196		4.1	%
Total		1,123,911		47.8	%		806,294		44.0	%		802,135		53.4	%		579,252		64.2	%		627,434		69.2	%
Commercial loans
Multifamily real estate		106,999		4.5	%		87,712		4.8	%		89,575		6.0	%		27,213		3.0	%		25,403		2.8	%
Commercial real estate		429,694		18.3	%		396,206		21.7	%		259,681		17.3	%		99,058		11.0	%		74,191		8.2	%
Commercial construction		75,491		3.2	%		79,206		4.3	%		24,526		1.6	%		9,013		1.0	%		3,644		0.4	%
Commercial non real estate		243,945		10.4	%		152,779		8.3	%		120,743		8.1	%		24,947		2.8	%		12,553		1.4	%
Total		856,129		36.4	%		715,903		39.1	%		494,525		33.0	%		160,231		17.8	%		115,791		12.8	%
Consumer loans
Home equity lines of credit		191,658		8.2	%		171,982		9.4	%		115,608		7.7	%		84,552		9.4	%		66,053		7.3	%
Home equity		170,189		7.2	%		124,041		6.8	%		65,973		4.4	%		35,287		3.9	%		35,178		3.9	%
Automobiles and other		8,897		0.4	%		12,901		0.7	%		22,280		1.5	%		42,123		4.7	%		61,541		6.8	%
Total		370,744		15.8	%		308,924		16.9	%		203,861		13.6	%		161,962		18.0	%		162,772		18.0	%
Total loans receivable		2,350,784		100.0	%		1,831,121		100.0	%		1,500,521		100.0	%		901,445		100.0	%		905,997		100.0	%
Allowance for loan losses		(22,319	)				(18,266	)				(16,528	)				(9,603	)				(9,456	)
Loans receivable, net	$	2,328,465				$	1,812,855				$	1,483,993				$	891,842				$	896,541

Loan Originations. The Company currently originates residential mortgage and other loans through two business financial centers in Solon and North Olmsted, Ohio and through its network of loan production offices located in Ohio, Michigan, Indiana and to a lesser extent through its retail network. Ohio loan production offices are located in Boardman, Cincinnati, Columbus, Dayton, Howland, Hudson, Mt. Vernon, Newark, Ravenna, and Toledo. Michigan loan production offices are located in Grand Blanc, Holland and Jackson. The Indiana loan production office is located in Carmel, near Indianapolis. The majority of these offices are located outside of the counties where the Company has retail locations. This allows the Company to geographically diversify its loan production and portfolio. The Company is committed to providing community-based financial services, and mortgage banking will continue to be a significant component of the Company’s operating strategy. A high volume of mortgage originations is a key component for this strategy to be profitable. For the fiscal year ended June 30, 2006, the Company originated $1.359 billion in mortgage loans, which represented a decrease of $28 million compared to the prior year, due to long-term interest rates which were generally higher during fiscal 2006 than in fiscal 2005. The volume of refinance activity is very sensitive to long-term interest rates and will be one of the primary factors that determine the level of residential origination in fiscal 2007. All loans originated are underwritten pursuant to the Company’s policies and procedures, which are described in more detail below. The Company originates both fixed-rate and adjustable-rate residential mortgage loans with terms generally ranging from 10 to 40 years. Loans for the construction of residential real estate are made primarily with construction periods of up to two years. Residential construction loans may be short-term loans to builders to finance construction of a home, or they may be long-term loans of up to 40 years, which finance both the construction and permanent financing needs of a homeowner. The ability to originate fixed-rate or adjustable-rate loans is dependent on customer demand for these loans, which is influenced by the current and expected future levels of short-term and long-term interest rates.

The Company also originates commercial and consumer loans in order to make the loan portfolio more diversified and to increase loan yields. From fiscal 2002 through fiscal 2005, the Company had been expanding commercial and consumer lending more rapidly than residential mortgage lending. This trend reversed during 2006 due to the acquisition of Northern as their loan portfolio was predominantly residential mortgage loans. During fiscal 2007, management anticipates that the Company will return to originating more commercial and consumer loans than residential mortgage loans originated to be retained in the loan portfolio. Commercial loans are generally real estate based, but also include loans for the purchase of other assets such as plant and equipment and to finance working capital. Consumer loans are primarily home equity loans and home equity lines of credit.

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Loan Maturity and Repricing. The following table shows the contractual maturity of the loan portfolio at June 30, 2006. Demand loans and other loans having no stated schedule of repayments or no stated maturity are reported as due in one year or less. The table does not include potential prepayments, scheduled principal amortization or enforcement of due-on-sale clauses.

	At June 30, 2006
	Real Estate Mortgage		Commercial Loans		Consumer Loans		Total Loans Receivable
	(Dollars in thousands)
Amounts due:
Within one year	$	289,519	$	319,855	$	220,787	$	830,161
After one year:
More than one year to five years		405,383		403,114		85,774		894,271
More than five years		429,009		133,160		64,183		626,352
Total due after June 30, 2007		834,392		536,274		149,957		1,520,623
Total amount due	$	1,123,911	$	856,129	$	370,744	$	2,350,784

The following table sets forth at June 30, 2006, the dollar amount of total loans receivable contractually due after June 30, 2007, and whether such loans have fixed interest rates or adjustable interest rates.

	Due After June 30, 2007
	Real Estate Mortgage		Commercial Loans		Consumer Loans		Total Loans Receivable
	(Dollars in thousands)
Fixed rate	$	345,352	$	382,697	$	77,988	$	806,037
Adjustable rate		489,040		153,577		71,969		714,586
Total loans	$	834,392	$	536,274	$	149,957	$	1,520,623

One-to Four-Family Lending. The Company currently offers both fixed-rate and adjustable-rate mortgage loans with maturities up to 40 years secured by one-to four-family residences that are located in its primary market area or the market area serviced by its loan production offices. One-to four-family mortgage loan originations are generally obtained through the Company’s loan originators from existing or previous customers and through referrals from local builders, real estate brokers and attorneys. The Company also purchases mortgage loans from correspondent banks in Ohio and Illinois and private mortgage brokers. The purchased loans are typically underwritten to FNMA and FHLMC standards. For fiscal year 2006, the Company purchased approximately $300 million in mortgage loans, substantially all of which were sold in the secondary mortgage market. Advertising is used to expand the potential customer base beyond our past and present customers and those referred to us by others. At June 30, 2006, one-to four-family mortgage loans totaled $950 million, or 40.4%, of total loans.

The mortgage loans that the Company originates have generally been priced competitively with current market rates for such loans. The Company currently offers a number of adjustable-rate (ARM) loans with terms of up to 30 years and interest rates that adjust at scheduled intervals based on the product selected. These interest rates can adjust annually, or remain fixed for an initial period of three, five or seven years and thereafter adjust annually. The interest rates for ARM loans are generally indexed to the one-year U.S. Treasury Index. The ARM loans generally provide for periodic (not more than 2%) and overall (not more than 6%) caps on the increase or decrease in the interest rate at any adjustment date and over the life of the loan.

Because the majority of loans originated and retained in the residential portfolio are adjustable-rate one-to four-family mortgage loans the Company limits its exposure to declining net interest income due to rising interest rates. However, adjustable-rate loans generally pose credit risks not inherent in fixed-rate loans, primarily because as interest rates rise, the underlying payments of the borrower rise, thereby increasing the potential for default. Periodic and lifetime caps on interest rate increases help to reduce the credit risks associated with adjustable-rate loans but also limit the interest rate sensitivity of such loans.

The Company generally originates one-to four-family residential mortgage loans in amounts up to 97% of the lower of the appraised value or the purchase price of the property securing the loan. Private mortgage insurance is required for such loans with a loan-to-value ratio of greater than 85%. The Company requires fire, casualty, and, where appropriate, flood insurance on all properties securing real estate loans.

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Construction Lending. The Company makes loans to individuals for the construction of their residences, as well as to builders and developers for the construction of one-to four-family residences and commercial real estate and the development of one-to four-family lots. Construction loans secured by one-to four-family residential real estate at June 30, 2006 totaled $174 million or 7.4% of total loans.

Construction loans to individuals for their residences are structured to be converted to permanent loans at the end of the construction phase, which typically lasts six months. These construction loans have rates and terms that are similar to other one-to four-family loans offered by the Company, except that during the construction phase, the borrower pays interest only and the maximum loan-to-value ratio is 95%. On construction loans exceeding an 80% loan-to-value ratio, private mortgage insurance is required, thus reducing credit exposure. Residential construction loans are generally underwritten based on the same credit guidelines used for originating permanent residential loans. In addition, the Company performs a review of the construction plans to verify that the borrower will be able to complete the residence with the funds available.

Construction loans to builders of one-to four-family residences require the payment of interest only for up to 12 months and have terms of up to 12 months. These loans may provide for the payment of loan fees from loan proceeds and have an adjustable rate of interest. The Company also makes loans to builders for the purpose of developing one-to four-family home sites. These loans typically have terms of one to two years and have an adjustable rate of interest. The maximum loan-to-value ratio is 80% for such loans. These loans may provide for the payment of interest and loan fees from loan proceeds. The principal on these loans is typically paid down as home sites are sold according to a predetermined release price.

Construction loans on multifamily and commercial real estate projects may be secured by apartments, strip shopping centers, small office buildings, industrial, or other property and are structured to be converted to permanent loans at the end of the construction phase, which generally lasts up to 12 months. These construction loans have rates and terms that are similar to other permanent multifamily or commercial real estate loans offered by the Company, except that during the construction phase, the borrower pays interest only. These loans generally provide for the payment of interest and loan fees from loan proceeds.

Construction and development loans are made principally through continued business with developers and builders who have previously borrowed from the Company, as well as new referrals from existing customers and walk-in customers. The application process includes a submission of accurate plans, specifications and costs of the project to be constructed or developed. These items are used as a basis to determine the appraised value of the subject property. The term of these loans may range from 6 to 24 months and typically fees and interest are paid from the proceeds of the loan. Loans are based on the lesser of current appraised value and/or the cost of construction (land plus building).

Because of the uncertainties inherent in estimating development and construction costs and the market for the project upon completion, it is relatively difficult to ascertain accurately the total loan funds required to complete a project, the related loan-to-value ratios and the likelihood of ultimate success of the project. Therefore, the Company requires pro forma cash flow analysis, debt service coverage ratios and verification of construction progress prior to authorizing a construction draw and require mechanics’ lien waivers and other documents to protect and verify its lien position. Construction and development loans to borrowers other than owner-occupants also involve many of the same risks discussed below regarding multifamily and commercial real estate loans and tend to be more sensitive to general economic conditions than many other types of loans. Also, the funding of loan fees and interest during the construction phase makes monitoring a project’s progress particularly important, as early warning signals of project difficulties may not be present.

Multifamily Lending. The Company originates multifamily loans, which are held in the portfolio, and are primarily secured by apartment buildings. Multifamily loans generally are balloon loans with terms ranging from 5 to 10 years and amortization based on 15 to 25 year terms. Rates on multifamily loans are both fixed and adjustable. The terms on fixed rates loans are generally limited to five years. Adjustable-rate multifamily loans are reset to a stated margin over an independent index. Multifamily lending rates are typically higher than rates charged on one-to four-family residential properties. Multifamily loans are generally written in amounts up to 80% of the lesser of the appraised value or purchase price of the underlying property. At June 30, 2006, multifamily loans totaled $107 million, or 4.5% of total loans.

Multifamily loans generally present a higher level of risk than loans secured by one-to four-family residences due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased complexity of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multifamily properties is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired. In most instances, the risk level is mitigated by obtaining individual guarantees, which may increase the level of collateral supporting the loan. Despite the risks inherent in multifamily lending, the Company’s history of delinquencies in this portfolio has been minimal.

7

Commercial Real Estate Lending. The Company originates owner-occupied and non-owner-occupied commercial real estate loans, which it generally holds in its portfolio. These loans are primarily secured by strip shopping centers, small office buildings, warehouses, and other industrial and business properties. Commercial real estate loans generally are balloon loans with terms ranging from 5 to 10 years and amortization based on 15 to 25 year terms. Rates on commercial real estate loans are both fixed and adjustable. The terms on fixed rates loans are generally limited to five years. Adjustable-rate commercial real estate loans are reset to a stated margin over an independent index. Commercial real estate loans are generally written in amounts up to 80% of the lesser of the appraised value or purchase price of the underlying property. Commercial real estate loans totaled $430 million, or 18.3% of total loans at June 30, 2006.

Commercial real estate loans generally present a higher level of risk than loans secured by one-to four-family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased complexity of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial real estate properties is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired. In most instances, the risk level is mitigated by individual guarantees of the loan and/or additional collateral pledged to secure the loan. These loans generally offer a higher interest rate than typical one-to four-family loans, which management believes justify the increased credit risk. Despite the risks inherent in commercial real estate lending, delinquencies in this portfolio have been limited and management anticipates that commercial real estate loans will continue to represent a significant portion of total loans. The performance of this portfolio, however, will be closely monitored for any indications of weaknesses.

Commercial Non Real Estate Lending. Commercial loans totaled $244 million, or 10.4% of total loans at June 30, 2006. Commercial loan originations are primarily term loans and lines of credit to closely held small and medium size businesses operating in the Company’s primary market area. The Company intends to continue to expand commercial lending operations in its primary and contiguous market areas.

Unlike one-to four-family mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and which are secured by real property whose value tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial loans may be substantially dependent on the success of the business itself. Further, any collateral securing commercial loans in general may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. Generally, commercial loans are made to closely held businesses and additional security is provided by a personal guarantee from the business owner(s). The Company believes that the credit and underwriting policies currently in place provide a reasonable basis upon which to evaluate these risks and to continue to extend credit of this type.

Consumer Lending. Consumer loans totaled $371 million, or 15.8% of total loans at June 30, 2006, and consisted of home equity loans, home equity lines of credit, new and used automobile loans, and secured and unsecured personal loans. Such loans are generally originated in the Company’s primary market area and generally are secured by real estate, automobiles, deposit accounts, and personal property.

Home equity loans and home equity lines of credit comprise the majority of consumer loan balances and totaled $330 million at June 30, 2006. The Company offers fixed rate home equity loans and variable rate home equity lines of credit based on the borrower’s income and equity in the home. Generally, these loans, when combined with the balance of the prior mortgage liens, may not exceed 100% of the appraised value of the property at the time of the loan commitment. These loans are secured by a subordinate lien on the underlying real estate. The Company holds the first mortgage on a substantial majority of the properties securing these loans.

Sale of Mortgage Loans. During the year ended June 30, 2006, the Company continued to expand its secondary mortgage banking operation. Total mortgage loan originations including purchases of loans through the wholesale lending program were approximately $1.359 billion in fiscal 2006, a decrease of approximately $28 million compared to fiscal 2005. During the current fiscal year, the Company sold or securitized and sold loans with an aggregate principal balance of $999 million compared with $997 million during the prior fiscal year. Mortgage banking will continue to be an integral part of the operating strategy and, as such, the Company will continue to sell most fixed rate mortgage production and a majority of adjustable rate loans through secondary market channels. The company generally retains servicing on loans that are sold. However, from time to time the Company considers the sale of servicing rights in bulk form or on a flow basis based on the prices available and the evaluation of the risk of holding servicing rights during periods of time when the underlying loans are rapidly repaying.

8

The Company has a program to reduce interest rate risk associated with the interest rate commitment made to borrowers for mortgage loans that have not yet been closed and potentially made eligible for sale in secondary markets. The Company does, from time to time, depending on market interest rates and loan volume, enter into commitments to sell loans or mortgage-backed securities to limit the exposure to potential movements in market interest rates. These contractual positions are monitored daily to maintain coverage ranging from 40% to 100% of loan commitments depending on the status of the loan commitments as they progress from application to sale. For additional information on this program, see Note 17 to the Consolidated Financial Statements included in this report.

Loan Approval Procedures and Authority. The Board of Directors establishes the lending policies and loan approval limits of the Company. In accordance with those policies, the Board of Directors has designated certain officers to consider and approve loans within their designated authority as established by the Board.

Loan authorities are defined by the loan policy adopted by the Board. Currently, lending authorities for one-to four-family loans are assigned to individuals in varying amounts based on experience and the level of responsibility of the individual within the organization. The maximum loan that may be approved by any one individual is $2.0 million and the majority of the designated individuals have authority up to $500,000. Speculative construction or acquisition and development loans may only be authorized by designated senior officers. Responsibility for approval of consumer loans is assigned to individuals in varying amounts based on experience and the level of responsibility of the individual within the organization. Currently, the maximum loan approval for a secured consumer loan is $2.0 million and for an unsecured consumer loan is $50,000. The loan policy considers the potential borrower’s aggregate credit exposure in determining the authorization required for commercial loan approvals. In addition, the Company has established a general guideline for a maximum credit exposure of $15.0 million to any single borrower. Loans to borrowers with aggregate credit exposure in excess of $7.5 million require the approval of three members of the Director’s Loan Committee plus a majority of the Senior Loan Committee. Loans to borrowers with aggregate credit exposure from $2.0 million to $7.5 million require the approval of four members of the Senior Loan Committee, one of which must be the Chief Executive Officer or the Chief Operating Officer, and are to be reported to the Board of Directors. Loans to borrowers with aggregate exposure of up to $2.0 million require the approval of senior officers with that level of individual lending authority.

A credit report is ordered and certain other information is verified by an independent credit agency for all loans originated by the Company. Additional financial information may be required based on the information received from the credit agency or for certain types of loans. An appraisal of real estate intended to secure a proposed loan generally is required to be performed by the Company’s staff appraisers or outside appraisers. The Company’s policy is to obtain hazard insurance on all mortgage loans and flood insurance when necessary and in some cases to require borrowers to make payments to a mortgage escrow account for the payment of property taxes and insurance premiums.

Residential Loan Servicing Activities. Servicing mortgage loans for investors involves a contractual right to receive a fee for processing and administering loan payments on mortgage loans that are not owned by the Company and are not included on First Place’s balance sheet. This processing involves collecting monthly mortgage payments on behalf of investors, reporting information to those investors on a timely basis and maintaining custodial escrow accounts for the payment of principal and interest to investors and property taxes and insurance premiums on behalf of borrowers. At June 30, 2006, the Company serviced approximately 14,000 loans totaling $1.6 billion. The majority of the loans serviced for others are fixed rate conventional residential mortgage loans.

As compensation for its mortgage servicing activities, the Company receives servicing fees, usually 0.25% per annum of the loan balances serviced, plus any late charges collected from the delinquent borrowers and other fees incidental to the services provided. In the event of a default by the borrower, Company receives no servicing fees until the default is cured. In times when rates are rising or at high levels, the business of servicing mortgage loans can represent a steady source of noninterest income and can, at times, offset decreases in the gains on sale of mortgage loans. Conversely, in times of falling rates or when rates are at very low levels, servicing mortgage loans can become unprofitable due to the rapid payoff of loans, which results in impairment of mortgage servicing rights or the rapid amortization of servicing rights. The Company monitors the level of its investment in mortgage loan servicing rights in relation to its other activities in order to limit its exposure to losses in times of low or falling interest rates.

Over the past several years, the volume and dollar value of loan servicing rights has been growing more rapidly than total assets on a percentage basis. As a result, the Company’s exposure to volatility in mortgage banking revenue has also increased. In order to reduce exposure to volatility due to rapid payoffs or impairment, the Company sold mortgage servicing rights (MSRs) with a cost basis of $11.0 million or approximately 43% of its loan servicing rights during March 2006. This resulted in a gain of $1.8 million contrasted with no gain in the prior year. Historically, the Company has sold loans on both a servicing retained and a servicing released basis. However, this was the Company’s first sale of servicing rights. Management plans to consider additional sales of MSRs in the future depending on size of the servicing asset relative to total assets and based on the current market for the sale of MSRs.

9

Asset Quality

Delinquent Loans. Detailed reports listing all delinquent accounts are generated and reviewed by management monthly. Also on a monthly basis, summarized reports of delinquent accounts are reviewed by the Board of Directors. The procedures taken by the Company with respect to delinquencies vary depending on the nature of the loan, period and cause of delinquency and whether the borrower is habitually delinquent. When a borrower fails to make a required payment on a loan, a written notice of non-payment is generally sent to the borrower. Telephone, written correspondence and/or face-to-face contact are attempted to ascertain the reasons for delinquency and the prospects of repayment once a loan becomes 30 days past due. When contact is made with the borrower at any time prior to foreclosure or liquidation of collateral, attempts are made to obtain full payment, offer to structure a repayment schedule with the borrower to avoid foreclosure or, in some instances, accept a deed in lieu of foreclosure. In the event payment is not then received or the loan not otherwise satisfied, additional letters and telephone calls generally are made. Once the loan becomes 90 days past due, the borrower is notified in writing that if the loan is not brought current within two weeks, foreclosure proceedings will begin against any real property that secures the loan. If the loan is secured by personal property action is taken to secure, obtain title to and take possession of the collateral. Generally, the collateral is liquidated and guarantees are pursued. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the property securing the loan generally is sold at foreclosure and, if purchased by the Company, becomes real estate owned.

The following table sets forth information concerning delinquent loans in dollar amounts and as a percentage of the total loan portfolio as of the dates indicated. The amounts presented represent the total remaining principal balances of the related loans, rather than the actual payment amounts that are overdue. Please refer to the table in the section titled Nonperforming Assets for additional information regarding nonperforming loans (nonaccrual loans plus troubled debt restructurings) and repossessed assets.

	At June 30,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Past due 30 – 89 days
Real estate mortgage loans	$	6,300		$	4,578		$	4,342		$	5,260		$	7,237
Commercial loans		969			1,973			1,767			556			508
Consumer loans		3,481			1,057			562			349			1,134
Total past due 30 – 89 days		10,750			7,608			6,671			6,165			8,879
Past due 90 days or more
Real estate mortgage loans		8,929			8,621			8,832			8,135			6,735
Commercial loans		3,800			1,563			829			2,014			1,606
Consumer loans		3,057			1,809			1,353			1,428			1,998
Total past due 90 days or more		15,786			11,993			11,014			11,577			10,339
Grand total	$	26,536		$	19,601		$	17,685		$	17,742		$	19,218
Delinquent loans to total loans (1)		1.13	%		1.07	%		1.17	%		1.96	%		2.12	%

(1) Total loans represent loans receivable, net of deferred fees and costs and less loans in process.

10

Classified Assets. Federal regulations and the Company’s internal policies require that an internal asset classification system be used as a means of reporting problem and potential problem assets. In accordance with regulations, the Company currently classifies problem and potential problem assets as “Substandard,” “Doubtful” or “Loss” assets. An asset is considered Substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that some loss will be sustained if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present, on the basis of currently existing facts, conditions and values, make the collection or liquidation in full highly questionable. Assets classified as Loss are those considered uncollectible and of such little value that their continuance as assets, without the establishment of a specific loss allowance, is not warranted. Assets that do not currently possess a sufficient degree of risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “Special Mention.”

When the Company classifies one or more assets, or portions thereof, as Substandard or Doubtful, it is required by policy to establish an allowance for probable loan losses in an amount deemed prudent by management as long as the loss of principal is probable and estimable. When one or more assets, or portions thereof, are classified as Loss, the Company is required either to establish a specific allowance for losses equal to 100% of the amount of the assets so classified or to charge off such amount. A specific allowance may be established prior to the loan being charged off where there exist some circumstances that make determining the amount of the loss difficult. Examples are a litigation process such as a foreclosure or bankruptcy that may get delayed and result in a lessening of collateral value due to physical deterioration. Additional examples are potential recovery under an insurance claim, divorce, medical hardship, loss of employment, or death.

The Company’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the Office of Thrift Supervision (OTS), which can order the establishment of additional general or specific loss allowances. The OTS has adopted an interagency policy statement, which is consistent with the Securities and Exchange Commission’s Staff Accounting Bulletin 102, on the allowance for loan and lease losses (ALLL). The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of prudent but not excessive ALLL in accordance with Generally Accepted Accounting Principles and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address the ALLL; that management has analyzed and documented all significant factors that affect the collectibility of the portfolio in a reasonable manner; and that management has established acceptable ALLL evaluation and disclosure processes that meet the objectives set forth in the policy statement. While management believes that it has established an adequate allowance for probable loan losses, there can be no assurance that regulators, in reviewing the Company’s loan portfolio, will not request a material change in the allowance for loan losses, thereby significantly affecting the Company’s financial condition and earnings at that time. Although management believes that adequate specific and general loan loss allowances have been established, future provisions are dependent upon future events such as loan growth, portfolio diversification, changes in the borrower’s financial condition and general economic trends, and as such, further additions to the level of specific and general loan loss allowances may become necessary.

Management reviews and classifies assets, in accordance with the guidelines described above, on a quarterly basis and the Board of Directors reviews the results of the reports on a quarterly basis. At June 30, 2006, the Company had $24.6 million of assets designated as Special Mention, consisting primarily of commercial loans. At June 30, 2006, the Company had $22.0 million of assets classified as Substandard, consisting primarily of commercial loans and one-to four-family residential loans. Assets classified as Doubtful at June 30, 2006, totaled $8.6 million consisting primarily of commercial loans and one-to four-family residential loans. At June 30, 2006, loans classified as Loss totaled $40,000 and a specific allowance for losses equal to 100% of this amount was recorded at that date. At June 30, 2006, these classified assets totaled $55.2 million compared with $45.3 million at June 30, 2005.

Management’s quarterly review and classification of problem assets includes the identification of significant potential problem loans where accrual of interest continues but the loan exhibits some type of weakness that could lead to nonaccrual classification in the future. Of these types of problem loans, there were $14.6 million classified as Substandard and $1.3 million classified as Doubtful as of June 30, 2006.

11

Nonperforming Assets. The following table sets forth information regarding nonperforming loans and repossessed assets. It is generally the Company’s policy to stop interest income accruals on loans more than 90 days past due when, in management’s opinion, the collection of all or a portion of the loan principal has become doubtful and to fully reverse all previously accrued interest income. At June 30 of each of the five years presented in the table below, there were no loans past due greater than 90 days and still accruing.

	At June 30,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Nonperforming assets:
Real estate mortgage loans	$	9,353		$	8,621		$	8,832		$	8,135		$	6,735
Commercial loans		3,800			1,563			829			2,014			1,606
Consumer loans		3,057			1,809			1,353			1,428			1,998
Total nonaccrual loans		16,210			11,993			11,014			11,577			10,339
Troubled debt restructurings		561			612			625			1,202			1,319
Total nonperforming loans		16,771			12,605			11,639			12,779			11,658
Repossessed assets		3,924			3,006			3,004			995			908
Total nonperforming assets	$	20,695		$	15,611		$	14,643		$	13,774		$	12,566
Nonperforming loans as a percent of total loans		0.71	%		0.69	%		0.78	%		1.42	%		1.28	%
Nonperforming assets as a percent of total assets		0.66			0.62			0.65			0.88			0.79

Allowance for Loan Losses. The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable credit losses inherent in the loan portfolio that have been incurred at each balance sheet date. All lending activity contains associated risks of loan losses. At June 30, 2006, the allowance for loan losses totaled $22.3 million or 0.95% of gross loans outstanding. Additionally, the allowance for loan losses as a percent of nonperforming loans was 133.1% at June 30, 2006. Total net charge-offs for fiscal 2006 were $2.3 million. The provision for loan losses for fiscal 2006 was $5.9 million.

Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values and changes in the amount and composition of the loan portfolio. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses based on management’s evaluation of the risk inherent in the Company’s loan portfolio and the general economy. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that management believes warrant recognition in providing for an appropriate allowance for loan losses. Additionally, the Company utilizes an outside party to conduct an independent review of commercial and commercial real estate loans. Future additions to the allowance for loan losses will be dependent on these factors. Management believes that the allowance for loan losses was appropriately stated at June 30, 2006. Based on the variables involved and the fact that management must make judgments about outcomes that are uncertain, the process of determining of the allowance for loan losses is considered to be a critical accounting policy.

12

The following table sets forth activity in the allowance for loan losses for the periods indicated.

	At or For the Years Ended June 30,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Balance at beginning of period	$	18,266		$	16,528		$	9,603		$	9,456		$	9,757
Provision for loan losses		5,875			3,509			4,896			2,864			2,990
Allowances acquired through merger		525			—			4,506			—			—
Charge-offs:
Real estate mortgage loans:
One-to four-family		812			962			1,649			1,084			2,326
Construction		192			379			117			167			22
Commercial		1,599			1,158			310			53			135
Consumer		519			743			997			3,209			1,219
Total charge-offs		3,122			3,242			3,073			4,513			3,702
Recoveries:
Real estate mortgage loans:
One-to four-family		71			106			332			64			245
Construction		11			53			15			—			6
Commercial		525			931			27			—			1
Consumer		168			381			222			1,732			159
Total recoveries		775			1,471			596			1,796			411
Net charge-offs		2,347			1,771			2,477			2,717			3,291
Balance at end of period	$	22,319		$	18,266		$	16,528		$	9,603		$	9,456
Allowance for loan losses as a percent of loans (1)		0.95	%		1.00	%		1.10	%		1.07	%		1.04	%
Allowance for loan losses as a percent of nonperforming loans (2)		133.08	%		144.91	%		142.01	%		75.15	%		81.11	%
Net charge-offs as a percent of average loans		0.12	%		0.11	%		0.23	%		0.29	%		0.33	%

(1) Loans represents loans receivable, net, excluding the allowance for loan losses.

(2) Nonperforming loans represent nonaccrual loans and troubled debt restructurings.

13

The following table sets forth the amount, percent of allowance for loan losses to total allowance and the percent of loans to total loans in each of the categories listed at the dates indicated.

	At June 30,
	2006						2005						2004
	(Dollars in thousands)
	Amount		Percent of Allowance to Total Allowance		Percent of Loans in Each Category to Total Loans		Amount		Percent of Allowance To Total Allowance		Percent of Loans in Each Category to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loans in Each Category to Total Loans
One-to four-family loans	$	5,707	25.6	%	47.8	%	$	4,867	26.6	%	44.0	%	$	6,445	39.0	%	53.4	%
Commercial loans		14,309	64.1	%	36.4	%		11,828	64.8	%	39.1	%		7,888	47.7	%	33.0	%
Consumer loans		2,303	10.3	%	15.8	%		1,571	8.6	%	16.9	%		2,195	13.3	%	13.6	%
Unallocated		—	—		—			—	—		—			—	—		—
Total allowance for loan losses	$	22,319	100.0	%	100.0	%	$	18,266	100.0	%	100.0	%	$	16,528	100.0	%	100.0	%

	At June 30,
	2003						2002
	Amount		Percent of Allowance to Total Allowance		Percent of Loans in Each Category to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loans in Each Category to Total Loans
One-to four family loans	$	4,617	48.1	%	64.2	%	$	4,831	51.1	%	69.2	%
Commercial loans		2,821	29.4	%	17.8	%		2,518	26.6	%	12.8	%
Consumer loans		2,165	22.5	%	18.0	%		2,107	22.3	%	18.0	%
Unallocated		—	—		—			—	—		—
Total allowance for loan losses	$	9,603	100.0	%	100.0	%	$	9,456	100.0	%	100.0	%

Real Estate Owned. At June 30, 2006, the Company owned 33 repossessed real estate owned properties (REO) with a net book value of $3.9 million. When property is acquired through foreclosure or deed in lieu of foreclosure, it is initially recorded at the lower of the carrying value of the loan or the fair value of the related assets at the date of foreclosure, less estimated costs to sell the property. Any initial loss is recorded as a charge to the allowance for loan losses before being transferred to REO. Thereafter, if there is a further deterioration in value, a specific valuation allowance is established and charged to operations. The Company reflects costs to carry REO as period costs in operations when incurred.

Investment Activities

The Board of Directors approves the investment policies for the Company. The policies generally provide that investment decisions will be made based on the safety of the investment, liquidity needs, interest rate risk characteristics and, to a lesser extent, potential return on the investments. The Board of Directors also monitors the investment activities of the Company. In pursuing these objectives, management considers the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability and risk diversification. Management evaluates all investment activities for safety and soundness and adherence to policies. In accordance with these investment policies, the Company does not purchase mortgage-related securities that are deemed to be “high risk,” or purchase bonds that are not rated investment grade.

Mortgage-backed securities are created by the pooling of mortgages and issuance of a security. Mortgage-backed securities typically represent a participation interest in a pool of single-family or multifamily mortgages. Investments in mortgage-backed securities involve a risk that actual principal prepayments will be greater than estimated prepayments over the life of the security. Prepayment estimates for mortgage-backed securities are prepared at purchase to ensure that prepayment assumptions are reasonable considering the underlying collateral for the mortgage-backed securities at issue and current mortgage interest rates and to determine the yield and estimated maturity of the mortgage-backed security portfolio.

14

Prepayments that are faster than anticipated may shorten the life of the security and may result in faster amortization of any premiums paid and thereby reduce the net yield on such securities. During periods of declining mortgage interest rates, refinancing generally increases and accelerates the prepayment of the underlying mortgages and the related security.

Securities. At June 30, 2006, the securities portfolio totaled $303 million. The following table sets forth the composition of the securities portfolio in dollar amounts and in percentages at the dates indicated:

	At June 30,
	2006				2005				2004
	Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total
	(Dollars in thousands)
Securities available for sale:
U.S. government agencies and other government sponsored enterprises	$	73,871	24.38	%	$	102,878	34.72	%	$	112,230	29.67	%
Obligations of states and political subdivisions		41,582	13.72	%		25,128	8.48	%		26,789	7.08	%
Equity securities		3,845	1.27	%		2,916	0.98	%		2,704	0.71	%
Trust preferred securities and corporate debt		17,938	5.92	%		17,786	6.00	%		34,359	9.08	%
Asset-backed securities		—	—			—	—			2,519	0.67	%
Mutual funds		33,566	11.08	%		32,745	11.05	%		48,369	12.79	%
Fannie Mae and Freddie Mac preferred stock		19,643	6.48	%		17,443	5.89	%		19,394	5.13	%
Total debt and equity securities		190,445	62.85	%		198,896	67.12	%		246,364	65.13	%
Mortgage-backed securities and collateralized mortgage obligations		112,549	37.15	%		97,418	32.88	%		131,884	34.87	%
Total securities available for sale	$	302,994	100.00	%	$	296,314	100.00	%	$	378,248	100.00	%

15

The table below sets forth certain information regarding the amortized cost, weighted average yields and contractual maturities of the debt securities in the available for sale securities portfolio.

At June 30, 2006

	One Year or Less				More than One Year to Five Years				More than Five Years to Ten Years				More than Ten Years				Total
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield
	(Dollars in thousands)
Debt securities available for sale:
U.S. government agencies and other government sponsored enterprises	$	14,993	3.54	%	$	58,331	4.43	%	$	2,000	5.94	%	$	—	—		$	75,324	4.29	%
Obligations of states and political subdivisions (1)		1,656	6.84	%		13,002	5.75	%		4,386	5.09	%		22,916	6.12	%		41,960	5.92	%
Trust preferred securities and corporate debt		—	—			2,000	4.60	%		—	—			15,458	6.35	%		17,458	6.15	%
Mortgage-backed securities and collateralized mortgage obligations		—	—			3,412	5.70	%		5,651	5.11	%		106,788	5.08	%		115,851	5.10	%
Total debt securities available for sale	$	16,649	3.87	%	$	76,745	4.71	%	$	12,037	5.24	%	$	145,162	5.38	%	$	250,593	5.07	%

(1) Rates on obligations of states and political subdivisions are fully taxable equivalent rates.

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Sources of Funds

General. The Company’s primary sources of funds are deposits, principal and interest payments on loans and securities, borrowings, repurchase agreements and funds generated from operations of the Bank. First Place Bank also has access to advances from the Federal Home Loan Bank (FHLB). Contractual loan payments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market interest rates and economic conditions. Borrowings may be used on a short-term basis for liquidity purposes or on a long-term basis to fund asset growth.

Deposits. The Bank offers a variety of deposit accounts with a range of interest rates and terms consisting of savings, retail NOW accounts, business checking accounts, money market accounts and certificate of deposit accounts. The Bank offers jumbo certificates and also offers Individual Retirement Accounts and other qualified plan accounts.

The Bank has a significant portion of their deposits in core deposits. Management monitors activity on its core deposits and, based on historical experience and the current pricing strategy, believes it will continue to retain a large portion of such accounts. The Bank is not limited with respect to the rates they may offer on deposit products. Management believes the Bank is competitive in the types of accounts and interest rates they have offered on their deposit products. Management regularly evaluates the internal cost of funds, surveys rates offered by competitors, reviews cash flow requirements for lending and liquidity and executes rate changes when necessary as part of its asset/liability management, profitability and growth objectives.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. The Bank’s deposits are obtained predominantly from the areas in which its retail offices are located. The Bank relies primarily on customer service, long-standing relationships and other banking services, including loans, to attract and retain these deposits. However, market interest rates and rates offered by competing financial institutions affect the Bank’s ability to attract and retain deposits. The Bank uses traditional means of advertising its deposit products, including radio and print media. The Bank had a total of $76.7 million in brokered certificates of deposit on the books as of June 30, 2006. The Company considers brokered deposits to be a useful element of a diversified funding strategy and an alternative to borrowings. Management regularly compares rates on brokered certificates of deposit with other funding sources in order to determine the best mix of funding sources balancing the costs of funding with the mix of maturities.

The following table presents the deposit activity for the periods indicated.

	For the Years Ended June 30,
	2006		2005		2004
	(In thousands)
Beginning balance	$	1,709,339	$	1,548,011	$	1,108,450
Merger with Franklin Bancorp, Inc		—		—		477,072
Merger with The Northern Savings & Loan Company		253,987		—		—
Net deposits (withdrawals)		54,165		132,332		(62,789	)
Interest credited on deposit accounts		43,256		28,996		25,278
Total increase in deposit accounts		351,408		161,328		439,561
Ending balance	$	2,060,747	$	1,709,339	$	1,548,011

Borrowings. The Bank obtains advances from the FHLB, which are collateralized by a blanket pledge of one-to four-family mortgage loans, a blanket pledge of multifamily loans, a blanket pledge of commercial real estate loans, a pledge of specific securities and a pledge of the Bank’s stock in the FHLB. Funds are also obtained through reverse repurchase agreements with primary broker/dealers and with certain business customers. Advances from the FHLB are made pursuant to several different credit programs, each of which has its own interest rate and maturity. The maximum amount that the FHLB will advance to member institutions, including the Bank, for purposes of other than meeting withdrawals, fluctuates from time to time in accordance with the policies of the FHLB and collateral available to secure loans. At June 30, 2006, the Bank’s FHLB advances totaled $604 million and the Bank had unused borrowing capacity of $131 million based on collateral pledged.

In September 2005, the Company formed an affiliated trust, First Place Capital Trust III (the Trust Affiliate) that issued $30.0 million of Guaranteed Capital Trust Securities. The Trust Affiliate used the equity capital from the Company and the proceeds of the Guaranteed Capital Trust Securities to purchase $30.9 million in Junior Subordinated Deferrable Interest Debentures from the Company. The purpose of the borrowing was for general corporate purposes. The Trust Affiliate has no other operations. Based on the structure, nature and purpose of the Trust Affiliate and the Company’s other affiliated trusts, the Company has accounted for them using the equity method, and therefore they have not been included in the consolidated financial statements. The Company has guaranteed the securities issued by the affiliated trusts; however, this guarantee is recorded as a liability of the Company in the form of the Junior Subordinated Deferrable Interest Debentures.

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The Company may continue to increase borrowings in the future to fund asset growth and, as a result, may experience an increase in funding costs. Additional information concerning FHLB advances, reverse repurchase agreements and Junior Debentures is contained in the Company’s 2006 Consolidated Financial Statements in Notes 10, 11 and 12, which are included in Item 8 of this 10-K report.

During 2001, the Bank entered into interest rate swap agreements to assume fixed interest payments in exchange for variable interest payments. The interest rate swaps, which are considered derivative instruments, were used by the Bank to mitigate the overall risk of increases in interest rates during the life of the swaps and were a component of the asset/liability management strategy. These interest rate swaps were designated as cash flow hedges of certain FHLB advances. On August 9, 2002, First Place redeemed the interest rate swaps at a fair value of $12.6 million and dedesignated the hedge relationship. The loss recorded in accumulated other comprehensive income at the time of the dedesignation totaled $8.2 million net of tax, and is being reclassified into interest expense over the remaining terms of the hedge periods. The pre-tax amount reclassified into interest expense in fiscal year 2006 was $1.3 million. The pre-tax amount to be reclassified into interest expense in fiscal year 2007 is $0.9 million.

Personnel

As of June 30, 2006, the Company had approximately 753 full-time and 115 part-time employees. The employees are not represented by a collective bargaining unit and the Company considers its relationship with its employees to be good.

FEDERAL AND STATE TAXATION

Federal Taxation

General. The Company and all of its subsidiaries, except First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III, will file a consolidated tax return using a June 30 fiscal year-end. First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III will file separate returns as trusts. The Company uses the accrual method of tax accounting and is subject to federal income taxation in the same manner as other corporations with certain exceptions, including particularly the Bank’s reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Company.

Bad Debt Reserve. Historically, savings institutions such as the Bank that met certain definitional tests primarily related to their assets and the nature of their business (“qualifying thrifts”) were permitted to establish a reserve for bad debts and to make annual additions thereto, which were deducted in arriving at taxable income.

In August 1996, provisions repealing the above thrift bad debt rules were passed by Congress as part of “The Small Business Job Protection Act of 1996.” These rules eliminated the percentage of taxable income method for making additions to the tax bad debt reserves for all thrifts for tax years beginning after December 31, 1995. For each taxable year beginning after December 31, 1995, First Place Bank’s bad debt deduction has been equal to its net charge-offs.

The rules required that all thrift institutions recapture their bad debt reserves that exceeded the balance in the base year, which was the last taxable year beginning before January 1, 1988. The Bank has paid taxes on the recaptured bad debt reserves that were recorded after December 31, 1987. The unrecaptured base year reserves are not subject to recapture as long as the thrift continues to carry on the business of banking. Events that would result in taxation of these reserves include failure to qualify as a bank for tax purposes, distributions in complete or partial liquidation, stock redemptions, excess distributions to shareholders or a change in federal tax law. Distributions to the Company paid out of the Bank’s current or accumulated earnings and profits, as calculated for federal income tax purposes, will not be considered to result in a distribution from the Bank’s bad debt reserve. Any distributions in excess of current or accumulated earnings and profits of the Bank would reduce amounts allocated to the Bank’s bad debt reserve and would create a tax liability for the Bank. The amount of additional taxable income created by such a distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Thus, if the Banks make a distribution that reduces the amount allocated to its bad debt reserve, then approximately one and one-half times the amount used would be includible in gross income for federal income tax purposes, assuming a 35% corporate income tax rate (exclusive of state and local taxes). The Bank does not intend to make distributions that would result in a recapture of any portion of their bad debt reserve.

Corporate Alternative Minimum Tax. The Internal Revenue Code of 1986, as amended, imposes a tax on alternative minimum taxable income (“AMTI”) at a rate of 20%. Only 90% of AMTI can be offset by net operating loss carryovers. However, as provided in the Job Creation and Worker Assistance Act of 2002, this 90% limitation does not apply to net operating losses originated in tax years ending during calendar years 2001 and 2002. The Company currently has no net

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operating loss carryovers. AMTI is increased by an amount equal to 75% of the amount by which the Company adjusted current earnings exceeds its AMTI (determined without regard to this preference and prior to reduction for net operating losses).

Dividends Received Deduction and Other Matters. The Company may exclude from its income 100% of dividends received from First Place Bank, Northern or First Place Holdings, Inc. as members of the same affiliated group of corporations.

Ohio Taxation

Businesses in Ohio are generally subject to the Ohio franchise tax and a tangible personal property tax. In addition, businesses that supply goods or some types of services to businesses or consumers as end users are responsible for collecting sales taxes and remitting those taxes to the appropriate taxing authorities. Ohio passed significant tax legislation on June 30, 2005. That legislation went into effect July 1, 2005, although various provisions of that legislation become effective at various times or are phased in. It also created a new commercial activity tax.

Franchise Tax - First Place Financial Corp. and First Place Holdings, Inc. are subject to the Ohio corporation franchise tax liability, which, as applied to the Company, is a tax measured by both net income and net worth. In general, tax liability will be the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and 8.5% of computed Ohio taxable income in excess of $50,000 or (ii) 0.40% of taxable net worth. Under these alternative measures of computing tax liability, the states to which total net income and total net worth are apportioned or allocated are determined by complex formulas. The minimum tax is either $50 or $1,000 per year based on the size of the corporation, and the maximum tax liability as measured by net worth is limited to $150,000 per year.

A special litter tax is also applicable to all corporations subject to the Ohio corporation franchise tax, other than financial institutions. If the franchise tax is paid on the net income basis, the litter tax is equal to .11% of the first $50,000 of computed Ohio taxable income and .22% of computed Ohio taxable income in excess of $50,000. If the franchise tax is paid on the net worth basis, the litter tax is equal to .014% of taxable net worth.

Certain holding companies, such as the Company, will qualify for complete exemption from the net worth tax if certain conditions related to subsidiaries subject to Ohio taxation are met. The Company will most likely meet these conditions in calendar year 2006, and thus, calculate its Ohio franchise tax on the net income basis.

First Place Bank and Northern are financial institutions for State of Ohio tax purposes. As such, they are subject to the Ohio corporation franchise tax on financial institutions, which is imposed annually at a rate of 1.3% of the Bank’s apportioned book net worth, determined in accordance with GAAP, less certain deductions. As “financial institutions,” First Place Bank and Northern are not subject to any tax based upon net income or net profits imposed by the State of Ohio.

As a result of recent legislation, the franchise tax for corporations other than financial institutions and their related affiliates will be phased out 20% per year over five years beginning with tax due for calendar 2006. The franchise tax for financial institutions and their related affiliates remains unchanged by the recent legislation.

Tangible personal property tax – First Place Bank and Northern are not subject to the tangible personal property tax in Ohio and the other affiliates do not have significant amounts of tangible personal property and typically pay less than $5,000 a year in the aggregate. The tangible personal property tax is being phased out 25% a year over four years beginning in calendar 2006.

Commercial activity tax – As qualified exempt financial institutions, First Place Bank and Northern are not subject to this tax. The tax is levied on gross receipts and went into effect July 1, 2005. Businesses with gross receipts up to $150,000 are not taxed. Businesses with gross receipts of $150,000 to $1,000,000 pay $150. Businesses with gross receipts over $1,000,000 pay at the rate of 0.06% initially. That rate is phased in over several years and goes to a maximum of 0.26%.

Taxation by States Other Than Ohio

Delaware - As a Delaware holding company, the Company is exempted from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware.

Michigan - First Place Bank is subject to taxation in Michigan based on income allocated to Michigan based on apportionment rules under the Michigan single business tax.

Pennsylvania - APB Financial Group, Ltd., and American Pension Benefits, Inc. operate in Pennsylvania and are subject to Pennsylvania income tax.

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Indiana - First Place Bank has a loan production office in Carmel, Indiana, which is subject to apportioned income tax in Indiana.

Municipal Taxation

First Place Bank and Northern are exempt from municipal income taxes in Michigan and Ohio and Indiana. Other affiliates are subject to municipal income at varying rates in the cities in which they operate.

REGULATION AND SUPERVISION

General

First Place Bank and Northern (the Banks) are subject to extensive regulation, examination and supervision by the OTS, as its chartering agency, and the Federal Deposit Insurance Corporation (FDIC), as the deposit insurer. The Banks are members of the FHLB System. The Bank’s deposit accounts are insured up to applicable limits by the FDIC through the Deposit Insurance Fund (DIF). The FDIC merged the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund (SAIF) to form the Deposit Insurance Fund (DIF) on March 31, 2006, in accordance with the recently passed Federal Deposit Insurance Reform Act of 2005. The Banks must file reports with the OTS and the FDIC concerning their activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the OTS and the FDIC to test the Bank’s compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate allowances for loan losses for regulatory purposes. Various legislation including proposals to change substantially the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies, is from time to time introduced in Congress. Any change in such law, regulation or policies, whether by the OTS, the FDIC or the Congress, could have a material adverse impact on the Company, and the Banks and their operations. Under the holding company form of organization, the Company is also required to file certain reports with, and otherwise comply with the rules and regulations of the OTS and of the Securities and Exchange Commission (SEC) under the federal securities laws.

Certain of the regulatory requirements applicable to the Company and the Banks are referred to below. However, the description of statutory provisions and regulations applicable to savings institutions and their holding companies set forth in this Form 10-K does not purport to be a complete description of such statutes and regulations and their effects on the Banks and/or the Company.

Federal Savings Institution Regulation

Business Activities. The activities of federal savings institutions are governed by the Home Owners’ Loan Act, as amended (HOLA) and, in certain respects, the Federal Deposit Insurance Act (FDI Act) and the regulations issued by the agencies to implement these statutes. These laws and regulations delineate the nature and extent of the activities in which federal associations may engage. In particular, many types of lending authority for federal associations, for example, commercial, non-residential real property loans and consumer loans, are limited to a specified percentage of the institution’s capital or assets.

Loans-to-One Borrower. Under HOLA, savings institutions are generally subject to the national bank limit on loans to one borrower. Generally, this limit is 15% of a bank’s unimpaired capital and surplus, plus an additional 10% of unimpaired capital and surplus, if such loan is secured by readily marketable collateral, which is defined to include certain financial instruments. At June 30, 2006, the Banks were in compliance with this regulation.

Qualified Thrift Lender Test. To be a qualified thrift lender (QTL), an institution must either meet the HOLA QTL test or the Internal Revenue Code Domestic Building and Loan Association test. Under the QTL test, an institution must hold qualified thrift investments (QTI) equal to at least 65 percent of its portfolio assets. Portfolio assets are total assets minus goodwill and other intangible assets, office property, and specified liquid assets not exceeding 20 percent of total assets. QTI are primarily residential mortgages and related investments, including certain residential mortgage-backed and related securities. An institution must meet the test at least nine out of the last twelve months to maintain its QTL status. A savings association that fails the QTL test must either convert to a bank charter or operate under certain restrictions. As of June 30, 2006, the Banks met the QTL test.

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Limitation on Capital Distributions. OTS regulations impose limitations upon all capital distributions by savings institutions, such as cash dividends, payments to repurchase or otherwise acquire its shares, payments to shareholders of another institution in a cash-out merger and other distributions charged against capital. The rule establishes three tiers of institutions, which are based primarily on an institution’s capital level. An institution that exceeds all fully phased-in capital requirements before and after a proposed capital distribution (Tier 1 Bank) and that has not been advised by the OTS that it is in need of more than normal supervision, could, after prior notice, but without obtaining approval of the OTS, make capital distributions during a calendar year equal to the greater of (i) 100% of its net earnings to date during the calendar year plus the amount that would reduce by one-half its “surplus capital ratio” (the excess capital over its fully phased-in capital requirements) at the beginning of the calendar year or (ii) 75% of its net earnings for the previous four quarters. Any additional capital distributions would require prior regulatory approval. In the event the Bank’s capital fell below its regulatory requirements or the OTS notified it that it was in need of more than normal supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the OTS could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the OTS determines that such distribution would constitute an unsafe or unsound practice. At June 30, 2006, the Banks were classified as Tier 1 Banks.

Under OTS capital distribution regulations, an application to and the prior approval of the OTS is required before an institution makes a capital distribution if (1) the institution does not meet certain criteria for “expedited treatment” for applications under the regulations, (2) the total capital distributions by the institution for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, (3) the institution would be undercapitalized following the distribution or (4) the distribution would otherwise be contrary to a statute, regulation or agreement with the OTS. If an application is not required, the institution may still need to give advance notice to the OTS of the capital distribution.

Liquidity. Current regulation requires that the Banks maintain sufficient liquidity to assure safe and sound operation. As this is a subjective requirement, management monitors its cash needs on a daily basis. At June 30, 2006, management considered the liquidity position of the Banks to be adequate to meet operating needs.

Assessments. Savings institutions are required by regulation to pay assessments to the OTS to fund the agency’s operations. The general assessment, paid on a semi-annual basis, is based upon the savings institution’s total assets, including consolidated subsidiaries, as reported in the latest quarterly Thrift Financial Report, its condition and the complexity of its portfolio and operations. At June 30, 2006, the Banks were current on all assessments due to the OTS.

Branching. OTS regulations permit federally-chartered savings associations to branch nationwide under certain conditions. Generally, federal savings associations may establish interstate networks and geographically diversify their loan portfolios and lines of business. The OTS authority preempts any state law purporting to regulate branching by federal savings associations.

Transactions with Related Parties. The authority of the Banks to engage in transactions with related parties or “affiliates” (i.e., any company that controls or is under common control with an institution, including the Company and any non-savings institution subsidiaries that the Company may establish) is limited by Sections 23A and 23B of the Federal Reserve Act (FRA). Section 23A restricts the aggregate amount of covered transactions with any individual affiliate to 10% of the capital and surplus of the savings institution and also limits the aggregate amount of transactions with all affiliates to 20% of the savings institution’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type described in Section 23A and the purchase of low quality assets from affiliates is generally prohibited. Section 23B generally requires that certain transactions with affiliates, including loans and asset purchases, must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. A savings association also is prohibited from extending credit to any affiliate engaged in activities not permitted for a bank holding company and may not purchase the securities of an affiliate (other than a subsidiary).

Section 22(h) of the FRA restricts a savings association with respect to loans to directors, executive officers and principal stockholders. Under Section 22(h), loans to directors, executive officers and stockholders who control, directly or indirectly, 10% or more of voting securities of a savings association, and certain related interests of any of the foregoing, may not exceed, together with all other outstanding loans to such persons and affiliated entities, the savings association’s total unimpaired capital and unimpaired surplus. Section 22(h) also prohibits loans above amounts prescribed by the appropriate federal banking agency to directors, executive officers, and stockholders who directly or indirectly control 10% or more of voting securities of a stock savings association, and their respective related interests, unless such loan is approved in advance by a majority of the board of directors of the savings association. Any “interested” director may not participate in the voting. The loan amount (which includes all other outstanding loans to such person) as to which such prior board of director approval is required, is the greater of $25,000 or 5% of capital and surplus. Furthermore, any loan, when aggregated with all other

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extensions of credit to that person, which exceeds $500,000, must receive prior approval by the board. Further, pursuant to Section 22(h), loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons except for extensions of credit made pursuant to a benefit or compensation program that is widely available to the institution’s employees and does not give preference to insiders over other employees. Section 22(g) of the FRA places additional limitations on loans to executive officers.

Enforcement. Under the FDI Act, the OTS has primary enforcement responsibility over savings institutions and has the authority to bring action against all “institution-affiliated parties,” including stockholders, and any attorneys, appraisers or accountants who knowingly or recklessly participate in a wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a supervisory directive or cease and desist order to removal of officers or directors, receivership, conservatorship or termination of deposit insurance. Civil penalties apply to a wide range of violations and can amount to $25,000 per day, or $1 million or 1% of total assets, whichever is less per day in especially egregious cases. Under the FDI Act, the FDIC has the authority to recommend to the Director of the OTS that enforcement action be taken with respect to a particular savings institution. If action is not taken by the Director, the FDIC has authority to take such action under certain circumstances. Federal and state law also establishes criminal penalties for certain violations.

Standards for Safety and Soundness. The FDI Act requires each federal banking agency to prescribe for all insured depository institutions standards relating to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, fees and benefits and such other operational and managerial standards as the agency deems appropriate. The federal banking agencies have adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness (Guidelines) to implement these safety and soundness standards. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The Guidelines address internal controls and information systems; internal audit system; credit underwriting; loan documentation; interest rate risk exposure; asset growth; asset quality; earnings; compensation, fees and benefits. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard, as required by the FDI Act. The final regulations establish deadlines for the submission and review of such safety and soundness compliance plans.

Capital Requirements. The OTS capital regulations require savings institutions to meet three capital standards: a 1.5% tangible capital standard, a 4% leverage (core capital) standard and an 8% risk-based capital standard. However, the minimum leverage standard is decreased to 3% for institutions with the highest rating on the CAMELS financial institutions rating system. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage (core capital) standard (3% for institutions receiving the highest CAMELS rating), and, together with the risk-based capital standard itself, a 4% Tier I risk-based capital standard. Core capital is defined as common stockholders’ equity (including retained earnings), certain non-cumulative perpetual preferred stock and related surplus, minority interests in equity accounts of consolidated subsidiaries less intangibles other than certain mortgage servicing rights and credit card relationships. The OTS regulations require that, in meeting the leverage, tangible and risk-based capital standards, institutions generally must deduct investments in and loans to subsidiaries engaged in activities not permissible for a national bank.

The risk-based capital standard for savings institutions requires the maintenance of total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of 8%. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight of 0% to 100%, as assigned by OTS capital regulation based on the risks OTS believes are inherent in the type of asset. The components of core capital are equivalent to those discussed earlier under the 3% leverage standard. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock and, within specified limits, the allowance for loan losses. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.

The OTS regulatory capital requirements also incorporate an interest rate risk component. Savings institutions with “above normal” interest rate risk exposure are subject to a deduction from total capital for purposes of calculating their risk-based capital requirements. A savings institution’s interest rate risk is measured by the decline in the net portfolio value of its assets (i.e., the difference between incoming and outgoing discounted cash flows from assets, liabilities and off-balance sheet contracts) that would result from a hypothetical 200 basis point increase or decrease in market interest rates divided by the estimated economic value of the institution’s assets, as calculated in accordance with guidelines set forth by the OTS. A savings institution whose measured interest rate risk exposure exceeds 2% must deduct an amount equal to one-half of the difference between the institution’s measured interest rate risk and 2%, multiplied by the estimated economic value of the institution’s total assets. That dollar amount is deducted from an institution’s total capital in calculating compliance with its

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risk-based capital requirement. Under the rule, there is a two quarter lag between the reporting date of an institution’s financial data and the effective date for the new capital requirement based on that data. A savings institution with assets of less than $300 million and risk-based capital ratios in excess of 12% is not subject to the interest rate risk component, unless the OTS determines otherwise. The Director of the OTS may waive or defer a savings institution’s interest rate risk component on a case-by-case basis. For the present time, the OTS has deferred implementation of the interest rate risk component.

Prompt Corrective Regulatory Action. Under the OTS prompt corrective action regulations, the OTS is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of capitalization. Generally, a savings institution that has a total risk-based capital ratio of less than 8.0% or a leverage ratio or a Tier 1 risk-based capital ratio that is less than 4.0% is considered to be undercapitalized. A savings institution that has a total risk-based capital ratio less than 6.0%, a Tier 1 risk-based capital ratio or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized” and a savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.” Subject to a narrow exception, the banking regulator is required to appoint a receiver or conservator for an institution that is critically undercapitalized. The regulation also provides that a capital restoration plan must be filed with the OTS within 45 days of the date an association receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the plan must be guaranteed by any parent holding company. In addition, numerous mandatory supervisory actions may become immediately applicable to the institution depending upon its category, including, but not limited to, increased monitoring by regulators, restrictions on growth and capital distributions and limitations on expansion. The OTS could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.

At June 30, 2006, the Banks were considered well capitalized under the regulatory framework for prompt corrective action.

Insurance of Deposit Accounts. The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of three capital categories based on the institution’s financial information, as of the reporting period ending seven months before the assessment period, consisting of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution’s primary federal regulator and information that the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds. An institution’s assessment rate depends on the capital category and supervisory category to which it is assigned. Assessment rates for DIF member institutions currently range from 0 basis points to 27 basis points. The FDIC is authorized to raise the assessment rates in certain circumstances. The FDIC has exercised this authority several times in the past and may raise insurance premiums in the future. If the FDIC takes such action, it could have an adverse effect on the earnings of the Company.

In addition to the assessment for deposit insurance, institutions are required to pay on bonds issued in the late 1980s by the Financing Corporation (FICO) to recapitalize the predecessor to the SAIF (now a predecessor to the DIF).

The Bank’s assessment rates for the year ended June 30, 2006 were both zero basis points and all premiums paid for this period were payments on the FICO bonds, which amounted to $226 thousand. A significant increase in DIF insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Banks. Under the FDI Act, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OTS. The management of the Company does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Community Reinvestment Act. Under the Community Reinvestment Act, as amended (CRA), as implemented by OTS regulations, a savings association has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OTS, in connection with its examination of a savings institution, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The Financial Institutions Reform Recovery & Enforcement Act (FIRREA) amended the CRA to require the OTS to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system, which replaced the five-tiered numerical rating system. The Banks latest CRA ratings received from the OTS were both “Satisfactory.”

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Federal Home Loan Bank System. The Banks are members of the FHLB System, which consists of 12 regional FHLBs. The FHLB provides a central credit facility primarily for member institutions. FHLB programs provide members with a readily available, competitively-priced source of funding, which can be used for a wide array of asset/liability management purposes. As members of the FHLB, the Banks are required to acquire and hold shares of capital stock in the FHLB in an amount at least equal to 1% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, or 5% of its advances (borrowings) from the FHLB or $500, whichever is greater. The Banks were in compliance with this requirement at June 30, 2006. FHLB advances must be secured by specified types of collateral.

The FHLBs are required to provide funds for the resolution of insolvent thrifts and to contribute funds for affordable housing programs. These requirements could reduce the amount of dividends that the FHLBs pay to their members and could also result in the FHLBs imposing a higher rate of interest on advances to their members. If dividends were reduced, the Company’s net interest income would likely also be reduced. Further, there can be no assurance that the impact of recent or future legislation on the FHLBs will not also cause a decrease in the value of the FHLB stock held by the Banks.

Federal Reserve System. The Federal Reserve Board regulations require savings institutions to maintain non-interest-earning reserves against their transaction accounts. The Federal Reserve Board regulations generally require that reserves be maintained against aggregate transaction accounts as follows: for accounts aggregating $47.6 million or less (subject to adjustment by the Federal Reserve Board) the reserve requirement is 3%; and for accounts greater than $47.6 million, the reserve requirement is $1.218 million plus 10% (subject to adjustment by the Federal Reserve Board between 8% and 14%) against that portion of total transaction accounts in excess of $47.6 million. The first $7.0 million of otherwise reservable balances (subject to adjustment by the Federal Reserve Board) are exempted from the reserve requirements. At June 30, 2006, First Place Bank and Northern were in compliance with the foregoing requirements. Because required reserves must be maintained in the form of either vault cash, a non-interest-bearing account at a Federal Reserve Bank or a pass-through account as defined by the Federal Reserve Board, the effect of this reserve requirement is to reduce the Company’s interest-earning assets. FHLB System members are also authorized to borrow from the Federal Reserve “discount window,” but Federal Reserve Board regulations require institutions to exhaust all FHLB sources before borrowing from a Federal Reserve Bank.

Holding Company Regulation. The Company is a non-diversified unitary savings and loan holding company within the meaning of the HOLA. As such, the Company is subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS has enforcement authority over the Company and its non-savings institution subsidiaries. Among other things, this authority permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.

As a unitary savings and loan holding company, the Company is subject to extensive limitations on the types of business activities in which it can engage. The HOLA limits the activities of a unitary savings and loan holding company and its non-insured institution subsidiaries primarily to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, as amended, subject to the prior approval of the OTS, and to other activities authorized by OTS regulations.

The HOLA prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries or through one or more transactions, from acquiring or retaining, by purchase or otherwise, more than 5% of the voting stock of a savings association or of a savings and loan holding company (of which neither were already subsidiaries) except with the prior written approval of the Director of the OTS. The HOLA also prohibits a savings and loan holding company from acquiring more than 5% of a company engaged in activities other than those authorized for savings and loan holding companies by the HOLA; or acquiring or retaining control of a depository institution that is not insured by the FDIC. In evaluating applications by holding companies to acquire savings institutions, the OTS must consider the financial and managerial resources and future prospects of the holding company and the potential effect on the acquiree savings institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and certain competitive factors.

Federal Securities Laws. The Company’s Common Stock has been registered with the SEC under the Securities Exchange Act of 1934, as amended, (Exchange Act). The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act.

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Financial Modernization Act of 1999. The Gramm-Leach-Bliley Financial Modernization Act of 1999 (Modernization Act) was enacted on November 12, 1999. The Modernization Act:

• allows bank holding companies meeting management, capital and Community Reinvestment Act standards to engage in a substantially broader range of nonbanking activities than was permissible prior to enactment, including insurance underwriting and making merchant banking investments in commercial and financial companies;

• allows insurers and other financial services companies to acquire banks;

• removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies; and

• establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.

These parts of the Modernization Act became effective on March 11, 2000. The Modernization Act also modified other current financial laws, including laws related to financial privacy and community reinvestment. The financial privacy provisions generally prohibit financial institutions, including the Company and the Bank, from disclosing nonpublic personal financial information to nonaffiliated third parties unless customers have the opportunity to “opt out” of the disclosure. Further, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and the statute affects how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001. The USA Patriot Act of 2001 was enacted on October 26, 2001 and was renewed in substantially the same form on March 9, 2006. This act contains the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (the IMLAFA). The IMLAFA contains anti-money laundering measures affecting insured depository institutions, broker-dealers and certain other financial institutions. The IMLAFA requires U.S. financial institutions to adopt new policies and procedures to combat money laundering and grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on financial institutions’ operations.

Sarbanes-Oxley Act of 2002. On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act implements a broad range of corporate governance and accounting measures for public companies designed to promote honesty, transparency and timeliness in reporting and better protect investors from the type of corporate wrongdoing that occurred at Enron, WorldCom and similar companies. The Sarbanes-Oxley Act applies generally to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the SEC, under the Exchange Act.

The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of specified issues by the SEC and the Comptroller General. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees. Additionally, the Sarbanes-Oxley Act includes the following:

• the creation of an independent accounting oversight board;

• auditor independence provisions, which restrict non-audit services that accountants may provide to their audit clients;

• additional corporate governance and responsibility measures, including the requirement that the chief executive officer and chief financial officer certify financial statements;

• a requirement that management report on the effectiveness of internal controls over financial reporting and that auditors opine on management’s evaluation of internal controls (first required to be implemented at the Company during fiscal 2005);

• the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the 12 month period following initial publication of any financial statements that later require restatement;

• an increase in the oversight of, and enhancement of certain requirements relating to audit committees of public companies and how they interact with their independent auditors;

• a requirement that audit committee members must be independent and are absolutely barred from accepting consulting, advisory or other compensatory fees from the issuer;

25

• a requirement that companies disclose whether at least one member of the committee is an “audit committee financial expert” (as such term will be defined by the SEC) and if not, why not;

• expanded disclosure requirements for corporate insiders, including accelerated reporting of stock transactions by insiders and a prohibition on insider trading during pension blackout periods;

• a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions;

• disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

• mandatory disclosure by analysts of potential conflicts of interest; and

• a range of enhanced penalties for fraud and other violations.

The SEC has been delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act. To date, the SEC has implemented some of the provisions of the Sarbanes-Oxley Act. However, the SEC continues to issue final rules, reports, and press releases. As the SEC provides new requirements, we review those rules and comply as required.

Furthermore, the National Association of Securities Dealers (NASD) has also implemented corporate governance rules, which implement the mandates of the Sarbanes-Oxley Act. The NASD rules include, among other things, ensuring that a majority of the board of directors are independent of management, establishing and publishing a code of conduct for directors, officers and employees and requiring stockholder approval of all new stock option plans and all material modifications. These rules affect the Company because its common stock is listed on the NASDAQ under the symbol “FPFC.”

Thrift Rechartering Legislation. Various proposals to eliminate the federal thrift charter, create a uniform financial institutions charter and abolish the OTS have been introduced in past sessions of Congress. The Company is unable to predict whether such legislation would be enacted or the extent to which the legislation would restrict or disrupt its operations.

Item 1A. Risk Factors

The Company’s business is subject to interest rate risk and variations in market interest rates may negatively affect its financial performance

The Company is unable to accurately predict future market interest rates, which are affected by many factors, including: inflation; recession; changes in employment levels; changes in the money supply; and domestic and international disorder and instability in domestic and foreign financial markets. Changes in the interest rate environment may reduce the Company’s profits. The Company expects that it will continue to realize income from the differential or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, residential mortgage loan volumes are affected by market interest rates on loans; rising interest rates generally are associated with a lower volume of loan originations while falling interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan repayment rates will decline, and in falling interest rate environments, loan repayment rates will increase. In addition, an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on and principal of their obligations, especially borrowers with loans that have adjustable rates of interest. Changes in interest rates also significantly impact the valuation of the Company’s mortgage servicing rights and loans held for sale. Both of these assets are carried at the lower of cost or market. As interest rates decline and mortgage loans prepay faster, mortgage servicing rights will generally decline in value. At June 30, 2006, the Company had servicing rights of $16.2 million, which is net of an impairment allowance of $0.1 million. Changes in mortgage prepayments, interest rates and other factors can cause the value of this asset to decrease rapidly over a short period of time. Changes in interest rates, prepayment speeds and other factors may also cause the value of the Company’s loans held for sale to change. At June 30, 2006, the Company had $154.8 million of loans classified as held for sale. When interest rates rise, the cost of borrowing increases. Accordingly, changes in levels of market interest rates could materially and adversely affect the Company’s net interest spread, loan volume, asset quality, levels of prepayments, value of mortgage servicing rights, loans held for sale and cash flows as well as the market value of its securities portfolio and overall profitability.

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The Company’s allowance for loan losses may not be adequate to cover actual losses

The Company maintains an allowance for loan losses to provide for loan defaults and non-performance. The Company’s allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect the Company’s operating results. The Company’s allowance for loan losses is based on its historical loss experience, as well as an evaluation of the risks associated with its loans held for investment. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond the Company’s control, and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review the Company’s loans and allowance for loan losses. While the Company believes that its allowance for loan losses is adequate to cover current losses, the Company cannot provide assurance that the Company will not need to increase its allowance for loan losses or that regulators will not require it to increase this allowance. Either of these occurrences could materially and adversely affect the Company’s earnings and profitability. The Company seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. These practices include analysis of a borrower’s prior credit history, financial statements, tax returns and cash flow projections, valuation of collateral based on reports of independent appraisers and verification of liquid assets. Although the Company believes that its underwriting criteria are appropriate for the various kinds of loans it makes, the Company may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves in its allowance for loan losses.

Changes in economic conditions, particularly an economic slowdown in Ohio and Michigan, could hurt the Company’s business

The Company’s business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation, all of which are beyond its control. A deterioration in economic conditions, in particular an economic slowdown within Ohio and Michigan, could result in the following consequences, any of which could hurt the Company’s business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for the Company’s products and services may decline; and collateral for loans made by the Company, especially real estate, may decline in value, in turn reducing a client’s borrowing power, and reducing the value of assets and collateral associated with the Company’s loans held for investment.

The Company faces strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered by it, which could result in the Company not being able to grow its loan and deposit businesses

The Company conducts its business operations primarily in Northeastern Ohio and Southeastern Michigan. Increased competition within these markets may result in reduced loan originations and deposits. Ultimately, the Company may not be able to compete successfully against current and future competitors. Many competitors offer the types of loans and banking services that the Company offers. These competitors include other savings associations, national banks, regional banks and other community banks. The Company also faces competition from many other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, the Company’s competitors include national banks and major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger clients. These institutions, particularly to the extent they are more diversified than the Company, may be able to offer the same loan products and services that the Company offers at more competitive rates and prices. If the Company is unable to attract and retain banking clients, it may be unable to continue its loan and deposit growth and its business, financial condition and prospects may be negatively affected.

The Company relies, in part, on external financing to fund its operations and the unavailability of such funds in the future could adversely impact its growth strategy and prospects

The Company relies on deposits, advances from the Federal Home Loan Bank of Cincinnati and other borrowings to fund its operations. The Company also has previously issued junior subordinated debentures to raise additional capital to fund its operations. Although the Company considers such sources of funds adequate for its current capital needs, the Company may seek additional debt or equity capital in the future to achieve its long-term business objectives. The sale of equity or convertible debt securities in the future may be dilutive to the Company shareholders, and debt refinancing arrangements may require the Company to pledge some of its assets and enter into covenants that would restrict its ability to incur further indebtedness. There can be no assurance that additional financing sources, if sought, would be available to the Company or, if available, would be on terms favorable to it. If additional financing sources are unavailable or are not available on reasonable terms, the Company’s growth strategy and future prospects could be adversely impacted.

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The Company may have difficulty managing its growth, which may divert resources and limit its ability to expand its operations successfully

In past years, the Company has incurred substantial expenses to build its management team and personnel, develop its delivery systems and establish its infrastructure to support its future growth. The Company’s future success will depend on the ability of its officers and key employees to continue to implement and improve its operational, financial and management controls, reporting systems and procedures and manage a growing number of client relationships. The Company may not be able to implement improvements in its management information and control systems in an efficient or timely manner. Thus, the Company cannot give assurances that its growth strategy will not place a strain on its administrative and operational infrastructure. In addition, the Company intends to grow its deposits and expand its retail banking franchise. Further expansion will require additional capital expenditures and the Company may not be successful in expanding its franchise or in attracting or retaining the personnel it requires. Furthermore, various factors such as economic conditions, regulatory and legislative considerations and competition may impede or limit the Company’s growth. If the Company is unable to expand its business as anticipated, the Company may be unable to realize any benefit from the investments made to support future growth. Alternatively, if the Company is unable to manage future expansion in its operations, the Company may have to incur additional expenditures beyond current projections to support such growth.

The Company is subject to extensive regulation that could adversely affect it

The Company’s operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. The Company believes that it is in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations. Any change in the laws or regulations applicable to the Company, or in banking regulators’ supervisory policies or examination procedures, whether by the OTS, the FDIC, the Federal Home Loan Bank System, the United States Congress or other federal or state regulators, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent the Company requires such dividends in the future, may affect its ability to service its debt and pay dividends

The Company is a separate legal entity from its subsidiaries and does not have significant operations of its own. Dividends from the Bank provide a significant source of capital for the Company. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the OTS, as the Bank’s primary regulator, could assert that the payment of dividends or other payments by the Bank are an unsafe or unsound practice. In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service its debt, pay its obligations as they become due, or pay dividends on its common stock. Consequently, the potential inability to receive dividends from the Bank could adversely affect the Company’s financial condition, results of operations and prospects.

The Company may fail to realize the anticipated benefits of its acquisition of Northern

Difficulties may arise in the integration of the business and operations of Northern with the Company and, as a result, the Company may not be able to achieve revenue enhancements, cost savings and synergies that it expects to result from the acquisition of Northern. Achieving the expected revenue enhancements will depend on prevailing market interest rates. Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services. Additional operational savings are dependent upon the integration of the banking businesses of the Company and Northern, and the conversion of Northern’s core operating systems, data systems and products to those of the Company and the standardization of business practices. Complications or difficulties in the conversion of the core operating systems, data systems and products of Northern to those of the Company may result in the loss of customers, damage to the Company’s reputation within the financial services industry, operational problems, one-time costs currently not anticipated by the Company or reduced cost savings resulting from the acquisition. Additionally, actual savings may be materially less than expected if the integration of Northern’s operations is delayed or the conversion to a single data system is not accomplished on a timely basis.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The Company maintains its corporate headquarters at 185 East Market Street in Warren, Ohio, a building that also contains a retail office and certain administrative and operations support offices. At June 30, 2006, 20 of the retail locations of First Place Bank and Northern, including the corporate headquarters, were owned. The remaining 16 retail locations and all 14 loan production offices were leased.

The following table sets forth certain information with respect to the offices and other properties of the Company. The net book value of the Company’s properties and leasehold improvements were $23.6 million at June 30, 2006. Additional information contained in Note 7 “Premises and Equipment” of the 2006 Annual Report is incorporated herein by reference in response to this item.

Description/Address	Leased/Owned
Corporate Headquarters, First Place Financial Corp.
185 East Market Street, Warren, OH	Owned
Retail Locations, First Place Bank
25 Market Street, Suite 3, Youngstown, OH	Leased
3900 Market Street, Boardman, OH	Owned
4390 Mahoning Avenue, Austintown, OH	Owned
600 Gypsy Lane, Youngstown, OH	Owned
2 South Broad Street, Canfield, OH	Owned
185 East Market Street, Warren, OH	Owned
3516 S. Meridian Road, Youngstown, OH	Owned
10416 Main Street, New Middletown, OH	Owned
724 Boardman-Poland Road, Boardman, OH	Owned
655 Creed Street, Struthers, OH	Leased
2001 Elm Road NE, Warren, OH	Leased
8226 East Market Street, Howland, OH	Owned subject to land lease
4460 Mahoning Avenue NW, Warren, OH	Owned
325 S. High Street, Cortland, OH	Owned
7290 Sharon-Warren Road, Brookfield, OH	Owned
6002 Warren-Youngstown Road, Niles, OH	Leased
486 Boardman-Canfield Road, Boardman, OH	Leased
5220 Mahoning Avenue, Suite A, Austintown, OH	Leased
999 East Main Street, Ravenna, OH	Owned
4183 Tallmadge Road, Rootstown, OH	Owned
24725 West Twelve Mile Road, Southfield, MI	Leased
26336 West Twelve Mile Road, Southfield, MI	Leased
479 Old South Woodward, Birmingham, MI	Leased
755 West Big Beaver Road, #101, Troy, MI	Leased
20247 Mack Avenue, Grosse Pointe Woods, MI	Owned
352 West Main Street, Canfield, OH	Leased
1977 Cooper Foster Park Road, Amherst, OH	Leased
200 Middle Avenue, Elyria, OH	Owned
17900 Haggerty Road, Livonia, MI	Leased
2 South Main Street, Poland, OH	Leased
860 East Broad Street, Elyria, OH	Leased
111 Antioch Drive, Elyria, OH	Owned
361 Midway Mall Boulevard, Elyria, OH	Owned
351 North Main Street, Grafton, OH	Owned
35423 Center Ridge Road, North Ridgeville, OH	Owned
38535 Chestnut Ridge Road, Elyria, OH	Leased

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Loan Production Offices, First Place Bank
301 East High Street, Mt. Vernon, OH	Leased
51 North Third Street, Suite 617, Newark, OH	Leased
7887 Washington Village Blvd., Centerville, OH	Leased
8228 East Market Street, Howland, OH	Leased
1275 Boardman-Poland Road, Youngstown, OH	Owned (1)
1080 Nimitzview Drive, #100, Cincinnati, OH	Leased
4540 Heatherdowns Blvd., #101, Toledo, OH	Leased
8195 South Saginaw Street, Grand Blanc, MI	Leased
1340 Corporate Park Drive, Suite 100, Hudson, OH	Leased
250 Old Wilson Bridge Rd., Worthington, OH	Leased
75 Executive Drive, Suite D, Carmel, IN	Leased
314 N. 120th Avenue, Holland, MI	Leased
3305 Spring Arbor Rd., Suite 500, Jackson, MI	Leased
10440 Blacklick Eastern Rd., Pickerington, OH	Leased
Business Financial Service Centers
25000 Country Club Center, Suite 200, North Olmsted, OH	Leased
6150 Enterprise Parkway, Solon, OH	Leased
Other First Place Bank Facilities
153 E. Market Street, Warren, OH	Leased
159 E. Market Street, Warren, OH	Owned
255 E. Market Street, Warren, OH	Owned
700 Boardman-Poland Road, Boardman, OH	Owned
1275 Boardman-Poland Road, Boardman, OH	Owned (1)
29225 Chagrin Blvd., Suite 105, Pepper Pike, OH	Leased
750 East Washington Street, Medina, OH	Leased
5 McKinley Way West, Poland, OH	Leased
2112 South Avenue, Youngstown, OH	Leased
2100 Niles-Cortland Road, Warren, OH	Leased
1011 High Street, Warren, OH	Leased
41740 Six Mile Road, Suite 100, Northville, MI	Leased
First Place Insurance Agency, Ltd.
1275 Boardman-Poland Road, Boardman, OH	Owned (1)
8228 East Market Street, Warren, OH	Leased
2650 Elm Road, Warren, OH	Leased
Coldwell Banker First Place Real Estate, Ltd.
1275 Boardman-Poland Road, Boardman, OH	Owned (1)
8230 East Market Street, Warren, OH	Leased
7098 Lockwood Boulevard, Youngstown, OH	Leased
11 East Park Avenue, Columbiana, OH	Leased
APB Financial Group, Ltd.
15001 Perry Highway, Warrendale, PA	Leased
American Pension Benefits, Inc.
15001 Perry Highway, Warrendale, PA	Leased
TitleWorks Agency, LLC
1275 Boardman-Poland Road, Boardman, OH	Owned (1)
8228 East Market Street, Warren, OH	Leased

(1) Properties are owned by First Place Holdings, Inc. and are leased to the respective affiliated entities listed above.

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Item 3. Legal Proceedings

From time to time, the Company is involved either as a plaintiff or defendant in various legal proceedings that arise during the normal course of business. Currently, the Company is not involved in any material legal proceedings, the outcome of which would have a material impact on the financial condition of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

None

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On March 21, 2006, the Company publicly announced that the Board of Directors had approved a new buy-back program authorizing the purchase of up to 500,000 shares of Company common stock. There were no purchases of treasury stock during the year ended June 30, 2006. There are 500,000 shares remaining that may be purchased under the March 2006 authorization. The authorization is in force through March 20, 2007.

Market Prices and Dividends Declared

The common stock of First Place Financial Corp. trades on The NASDAQ Stock Market under the symbol “FPFC”. As of August 31, 2006 there were 17,459,194 shares outstanding held by approximately 8,200 shareholders of record. The table below shows the quarterly reported high and low sale prices of the common stock and cash dividends per share declared during the years ended June 30, 2006 and 2005. The Company does not anticipate any change in the dividend rate at this time.

June 30, 2006:	High		Low		Dividends
First quarter	$	22.66	$	19.19	$	0.14
Second quarter		25.94		20.53		0.14
Third quarter		25.94		23.19		0.14
Fourth quarter		24.97		21.45		0.14
June 30, 2005:
First quarter	$	20.28	$	16.65	$	0.14
Second quarter		23.27		18.64		0.14
Third quarter		23.08		18.01		0.14
Fourth quarter		21.13		16.66		0.14

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Item 6. Selected Financial Data

The Selected Consolidated Financial Data set forth below should be read in conjunction with our historical Consolidated Financial Statements and related notes included in Item 8 hereof and Management Discussion and Analysis of Financial Condition and Results of Operation included in Item 7 hereof.

	At June 30,
	2006		2005		2004		2003		2002
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	3,113,210	$	2,498,943	$	2,247,080	$	1,558,613	$	1,590,935
Loans receivable, net		2,328,465		1,812,855		1,483,993		891,842		896,541
Loans held for sale		154,799		145,053		47,465		65,695		16,471
Allowance for loan losses		22,319		18,266		16,528		9,603		9,456
Nonperforming assets		20,695		15,611		14,643		13,774		12,566
Securities available for sale		302,994		296,314		378,248		346,429		462,927
Deposits		2,060,747		1,709,339		1,548,011		1,108,450		1,061,393
Borrowings and subordinated debentures		665,763		486,135		414,249		235,952		247,546
Repurchase agreements		44,013		36,946		31,108		9,547		63,705
Total shareholders’ equity		311,574		236,656		223,110		182,681		185,275
	For the Years Ended June 30,
	2006		2005		2004		2003		2002
	(Dollars in thousands)
Summary of Earnings:
Total interest income	$	149,053	$	121,502	$	85,773	$	87,394	$	105,073
Total interest expense		70,639		49,490		37,605		43,296		60,421
Net interest income		78,414		72,012		48,168		44,098		44,652
Provision for loan losses		5,875		3,509		4,896		2,864		2,990
Net interest income after provision for loan losses		72,539		68,503		43,272		41,234		41,662
Total noninterest income (1)		28,985		19,879		22,510		20,207		15,007
Total noninterest expense (2) (3)		68,150		61,546		45,417		36,802		32,627
Income before income tax		33,374		26,836		20,365		24,639		24,042
Provision for income tax		10,330		7,898		6,214		7,947		7,812
Net income	$	23,044	$	18,938	$	14,151	$	16,692	$	16,230

(1) For the year ended June 30, 2005, noninterest income included a charge of $5.2 million for other-than-temporary impairment of securities and a credit of $1.0 million for nontaxable life insurance proceeds.

(2) For the year ended June 30, 2004, noninterest expense included merger, integration and restructuring expense of $2.2 million for the merger with Franklin Bancorp, Inc.

(3) For the year ended June 30, 2006, noninterest expense included merger, integration and restructuring expense of $2.2 million for the acquisition of The Northern Savings & Loan Company.

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	For the Years Ended June 30,
	2006			2005			2004			2003			2002
Selected Financial Ratios and Other Data:
Performance Ratios (1):
Return on average assets		0.88	%		0.79	%		0.83	%		1.08	%		0.99	%
Return on average equity		9.32			8.29			7.46			9.23			8.54
Interest rate spread		2.84			2.97			2.99			2.98			2.61
Net interest margin, fully taxable equivalent		3.29			3.33			3.20			3.21			3.01
Noninterest expense to average assets		2.61			2.57			2.65			2.38			1.99
Efficiency ratio		62.88			66.28			63.28			56.24			54.49
Average interest-earning assets to average interest bearing liabilities		115.28			116.02			108.27			108.69			110.38
Dividend payout ratio		36.13			43.08			51.38			38.76			43.10
Capital Ratios:
Equity to total assets at end of period		10.01			9.47			9.93			11.72			11.65
Average equity to average assets		9.52			9.55			11.09			11.74			11.61
Tangible capital to adjusted total assets (2)		7.45			7.14			7.25			8.20			8.27
Tier 1 capital to adjusted total assets (2)		7.45			7.14			7.25			8.20			8.27
Tier 1 capital to risk weighted assets (2)		10.18			9.60			10.48			13.12			14.89
Total capital to risk weighted assets (2)		11.16			10.61			12.07			14.03			15.97
Asset Quality Ratios:
Nonperforming assets as a percent of total assets		0.66			0.62			0.65			0.88			0.79
Allowance for loan losses as a percent of loans		0.95			1.00			1.10			1.07			1.04
Net charge-offs to average loans		0.12			0.11			0.23			0.29			0.33
Allowance for loan losses as a percent of nonperforming loans		133.08			144.91			142.01			75.15			81.11
Per Share Data:
Basic earnings per share	$	1.58		$	1.32		$	1.11		$	1.31		$	1.18
Diluted earnings per share		1.55			1.30			1.09			1.29			1.16
Dividends declared per common share		0.56			0.56			0.56			0.50			0.50
Tangible book value per share at year end		11.83			11.07			9.83			11.97			11.56

(1) For the year ended June 30, 2006, noninterest expense included merger, integration and restructuring expense of $2.2 million for the acquisition of The Northern Savings & Loan Company. For the year ended June 30, 2005, the ratios include a charge of $5.2 million for other-than-temporary impairment of securities and $1.0 million in nontaxable life insurance proceeds. For the year ended June 30, 2004, the ratios include $2.2 million in merger, integration and restructuring charges associated with the merger with Franklin Bancorp, Inc.

(2) Regulatory capital ratios as of June 30, 2006 are the combined ratios for First Place Bank and The Northern Savings & Loan Company. Regulatory capital ratios as of June 30, 2004, are the combined ratios for First Place Bank and Franklin Bank. For other periods regulatory capital ratios are for First Place Bank.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. At the time of the conversion the Company had total assets of approximately $610 million. First Federal Savings Association of Warren originally opened for business in 1922. As of June 30, 2006, the Company had $3.1 billion in total assets.

On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern) and converted it from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger Northern had total assets of $360 million. On July 25, 2006, the Company’s two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single association with the name First Place Bank. The retail locations that were part of Northern will continue to operate as the Northern Savings Division of First Place Bank until the first quarter of calendar 2007 when the data processing systems and signage will be converted to the name First Place Bank. Northern began in business in 1920.

On May 28, 2004, the Company acquired Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. At the time of the merger Franklin had total assets of approximately $630 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings association, Franklin Bank. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings association with the name First Place Bank. Franklin began in business in 1983. The Bank’s Michigan banking business, however, operates as a separate division of First Place Bank under the name Franklin Bank.

On December 22, 2000, the Company completed a merger of equals transaction with FFY Financial Corp. (FFY). At the time of the merger FFY had total assets of approximately $680 million. FFY was merged into the Company, and FFY’s thrift subsidiary, FFY Bank, was merged into the Bank. FFY Bank was originally established as Equity Savings and Loan in 1900. The Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank as part of the merger transaction with FFY.

On May 12, 2000, the Company acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. At the date of acquisition, Ravenna was merged into the Bank. Total assets of Ravenna were approximately $200 million as of the date of acquisition. Ravenna began in business in 1923.

Management’s discussion and analysis represents a review of the Company’s consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial statements and footnotes.

Business Overview

The Company is a community-oriented financial institution engaged primarily in gathering deposits to originate one-to-four family residential mortgage loans, commercial and consumer loans. The Company currently operates 33 retail locations, 2 business financial centers and 14 loan production offices located in Ohio and Michigan and Indiana. The Company is currently the largest publicly traded thrift institution in Ohio.

The Company seeks to grow assets and fees in order to grow net income. Currently, the Company seeks to grow by increasing market share in current markets, expanding into new markets in the Midwest by opening de novo loan production and banking offices and through acquisitions. The Company evaluates acquisition targets based on the economic viability of the markets they are in, the degree to which they can be efficiently integrated into current operations and the degree to which they are accretive to earnings, initially and over time.

The Company seeks to provide a return to its shareholders through dividends and appreciation by taking on various levels of credit risk, interest rate risk, liquidity risk and capital risk in order to achieve profits. The goal of achieving high levels of profitability on a consistent basis is balanced with acceptable levels of risk in each area. The Company monitors a number of financial measures to monitor profitability and various types of risk. Those measures include but are not limited to return on average assets, return on average equity, diluted earnings pre share, efficiency ratio, net interest margin, noninterest expense as a percent of average assets, net portfolio value, nonperforming assets as a percent of total assets, allowance for loan losses as a percent of total loans and tangible equity to tangible assets.

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Forward-Looking Statements

When used in this Annual Report, or in future filings with the Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results to be materially different from those indicated. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the market areas the Company conducts business, which could materially impact credit quality trends, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the market areas the Company conducts business, and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition

General.  Assets at June 30, 2006 totaled $3.113 billion compared with $2.499 billion at June 30, 2005, an increase of $614 million or 24.6%. The majority of the asset growth was due to the acquisition of Northern on June 27, 2006. That acquisition added $360 million in assets or 14.4% of the growth. The remaining asset growth of $254 million or 10.2% resulted from internal growth. The following table indicates what part of the change in asset and liability categories was due to the acquisition and what part was due to internal growth. Fair value adjustments and purchase accounting entries that have been pushed down to Northern are included in the Northern Acquisition column.

Analysis of change in assets and liability categories

	June 30, 2005		Northern Acquisition		Other Internal Activity			June 30, 2006
ASSETS
Cash and due from banks	$	52,549	$	5,751	$	14,606		$	72,906
Interest-bearing deposits in other banks		—		—		4,605			4,605
Securities available for sale		296,314		25,951		(19,271	)		302,994
Loans held for sale		145,053		95,868		(86,122	)		154,799
Loans
Mortgage and construction		806,294		147,600		170,017			1,123,911
Commercial		715,903		29,601		110,625			856,129
Consumer		308,924		5,015		56,805			370,744
Total		1,831,121		182,216		337,447			2,350,784
Allowance for loan losses		18,266		525		3,528			22,319
Net loans		1,812,855		181,691		333,919			2,328,465
Federal Home Loan Bank stock		30,621		4,665		(2,670	)		32,616
Premises and equipment		21,367		6,600		7,518			35,485
Goodwill and other intangible assets		70,358		37,405		(2,349	)		105,414
Other assets		69,826		1,789		4,311			75,926
Total Assets	$	2,498,943	$	359,720	$	254,547		$	3,113,210

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	June 30, 2005		Northern Acquisition		Other Internal Activity			June 30, 2006
LIABILITIES
Deposits
Noninterest-bearing checking	$	235,840	$	6,762	$	(17,864	)	$	224,738
Interest-bearing checking		110,774		26,738		3,240			140,752
Savings and money market		636,337		78,385		38,938			753,660
Certificates of deposit		726,388		142,102		73,107			941,597
Total deposits		1,709,339		253,987		97,421			2,060,747
Securities sold under agreement to repurchase		36,946		—		7,067			44,013
Borrowings		455,206		26,687		122,013			603,906
Junior subordinated debentures		30,929		—		30,928			61,857
Other liabilities		29,867		6,946		(5,700	)		31,113
Total liabilities		2,262,287		287,620		251,729			2,801,636
SHAREHOLDERS EQUITY		236,656		72,100		2,818			311,574
Total liabilities and shareholders equity	$	2,498,943	$	359,720	$	254,547		$	3,113,210

Internal asset growth was driven by loan growth during the fiscal year. This growth was funded by borrowings and junior subordinated debentures along with deposit growth and a decrease in securities. We anticipate that future growth will come from a combination of increasing market share in existing markets, the addition of new retail branches, the conversion of loan production offices to business financial centers and acquisitions. Growth by acquisition will be subject to the availability and pricing of appropriate acquisition partners.

Securities available for sale.  Securities available for sale increased $7 million or 2.3% during fiscal 2006. That increase included $26 million acquired with Northern and a net reduction of $19 million due to other activity. The $19 million was composed of sales of $32 million, maturities of $58 million and purchases of $71 million. The excess of sales and maturities over purchases represented a shift of assets from securities to loans. Loans generally carry higher yields than securities and this change in the asset mix to include relatively more loans and less securities had a positive effect on the earning asset yield and net interest income. Further significant reductions in securities are not likely as the Company strives to maintain a reasonable level of securities to provide adequate liquidity and in order to have securities available to pledge to secure public funds and other types of transactions. Fluctuations in the market value of securities held by the Company relate primarily to changes in interest rates, and management believes, at this time, that all impairment in the securities portfolio is temporary.

Loans held for sale.  Loans held for sale totaled $155 million at June 30, 2006, an increase of $10 million or 6.7% from $145 million at June 30, 2005. The increase was composed of $96 million of loans acquired with Northern and a reduction of $86 million over the course of the fiscal year. The Company was able to reduce its investment in loans held for sale during the year by reducing the time period between when a loan closes and when a loan is sold. Because the majority of the balance of loans held for sale at June 30, 2006 represented loans acquired with Northern, management anticipates that the majority of these loans will be sold by September 30, 2006, and that the balance of loans held for sale during the last three quarters of fiscal 2007 will be significantly lower than the level at June 30, 2006.

Loans.  Total loans increased $520 million or 28.4% to $2.351 billion at June 30, 2006, from $1.831 billion at June 30, 2005. This increase was composed of $182 million of loans acquired with Northern and a net increase of $338 in loans retained in the portfolio. The internal growth of $338 million represented growth of 18.4%. Loan growth due to the Northern acquisition by loan type was $147 million in mortgage and construction, $30 million in commercial loans and $5 million in consumer loans. The remainder of the growth during the year and the related annual rates of growth were $170 million or 21.1% mortgage and construction loans, $111 million or 15.5% commercial loans and $57 million or 18.4% in consumer loans. At June 30, 2006 the portfolio was 48% mortgage and construction loans, 36% commercial loans and 16% consumer loans compared with 45% mortgage and construction loans, 39% commercial loans and 16% consumer loans as of June 30, 2005. The increase in the percentage of mortgage and construction loans relative to commercial loans was due primarily to the Northern acquisition.

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Management anticipates that internal growth during fiscal 2007 will result in an increase in commercial loans relative to mortgage and construction loans, resulting in greater diversity in the loan portfolio.

The Company engages in mortgage banking as part of an overall strategy to deliver loan products to customers. As a result, the Company sells most fixed rate residential loans and some adjustable-rate residential loans. During fiscal 2006, the Company originated $1.359 billion in one-to-four family residential loans and sold $0.999 billion compared to originations of $1.387 billion and sales of $0.997 billion in fiscal 2005. The Company was able to maintain mortgage banking activity during fiscal 2006 at a similar level to fiscal 2005 despite significantly higher interest rates during fiscal 2006 compared with fiscal 2005 through the addition of a small number of highly effective commissioned mortgage loan officers.

Nonperforming Assets.  Nonperforming assets consist of loans past due greater than 90 days, nonaccrual loans, restructured loans and repossessed assets. There were no loans at June 30, 2006 or at June 30, 2005 past due greater than 90 days and still accruing interest. Nonperforming assets totaled $20.7 million or 0.66% of total assets at June 30, 2006, compared with $15.6 million or 0.62% of total assets at June 30, 2005. At June 30, 2006, nonperforming assets consisted of $16.8 million in nonperforming loans and $3.9 million in repossessed assets. At June 30, 2005, nonperforming assets consisted of $12.6 million in nonperforming loans, and $3.0 million of repossessed assets.

Allowance for Loan Losses.  The allowance for loan losses represents management’s assessment of the estimated probable incurred credit losses in the loan portfolio at each balance sheet date. All lending activity contains associated risks of loan losses. Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values, changes in the composition of the loan portfolio, and trends in past due and nonperforming loans. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses based on management’s evaluation of the risk inherent in the Company’s loan portfolio and the general economy. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that management believes warrant recognition in providing for an appropriate loan loss allowance. In addition to the analysis and procedures just described, the Company utilizes an outside party to conduct an independent review of commercial and commercial real estate loans. The Company uses the results of this review to help determine the effectiveness of the existing policies and procedures, and to provide an independent assessment of the allowance for loan losses allocated to these types of loans.

The allowance for loan losses was $22.3 million at June 30, 2006, up $4.0 million from $18.3 million at June 30, 2005. First Place Bank activity accounted for $2.9 million of the increase and Northern accounted for the remaining $1.1 million. At the time of the merger Northern had an existing allowance for loan losses of $0.5 million. Immediately following the merger Northern recorded a provision for loan losses of $0.6 million. This provision was recorded to reflect a change in the approach to managing credit issues at Northern and to conform to the Company’s credit policies. The primary change in the approach to problem assets is to resolve credit issues more rapidly. This tends to result in larger initial losses but a decrease in the time an asset remains classified as nonperforming. After recording this provision, the ratio of the allowance for loan losses to total loans was 0.63% at Northern at June 30, 2006, and 0.98% at First Place Bank as of the same date. The ratio of the allowance for loan losses to total loans for the Company was 0.95% at June 30, 2006 compared with 1.00% at June 30, 2005. The decrease in this ratio is consistent with the relatively low level of nonperforming loans and charge-offs that Northern has experienced over the past several years. It is also consistent with the shift in the composition of the loan portfolio discussed above. The ratio of nonperforming loans to total loans was 0.71% at June 30, 2006, up slightly from 0.69% at June 30, 2005.

Deposits.  Total deposits were $2.061 billion at June 30, 2006, an increase of $352 million, compared with $1.709 billion at June 30, 2005. The increase was composed of $254 million acquired with Northern, an $18 million decrease in brokered deposits and $116 million in retail deposit growth. Retail deposits grew 7.2% during the fiscal year. The largest deposit category was certificates of deposit, which represented 45.7% of deposits at June 30, 2006 compared with 42.5% as of June 30, 2005. The net change in certificates of deposit during the fiscal year was composed of $142 million acquired with Northern, a $17 million decrease in brokered deposits and a $90 million increase in retail certificates of deposit. Retail certificates of deposit grew 14.3%

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during the fiscal year. At June 30, 2006, the Company had $78 million in brokered deposits with original maturities ranging from nine to forty-two months. The Company considers brokered deposits to be an element of a diversified funding strategy and an alternative to borrowings. Management regularly compares rates to determine the most economical source of funding. The Company anticipates that they will continue to consider brokered funds as a funding alternative in the future, but not as the primary source of funding to support growth.

Borrowings.  Borrowings increased $149 million to $604 million at June 30, 2006, compared with $455 million at June 30, 2005. The growth in borrowings included $27 million acquired with Northern, a net increase of $32 million in long-term borrowings and a net increase of $90 million in short-term borrowings. The Company uses borrowings as part of its liquidity management, cash flow, and asset/liability management and considers borrowings to be part of a diversified funding strategy. Borrowings are an alternative to raising cash through deposit growth and are used when they offer a favorable alternative to deposits in terms of rate, maturity or volume.

Junior Subordinated Debentures.  These debt instruments increased $31 million to $62 million at June 30, 2006, compared with $31 million at June 30, 2005. This was the result of a new issue of $31 million of debentures issued in September 2005. These securities were issued to provide additional liquidity to First Place Financial Corp., the holding company. In June 2006, a portion of these funds were used to fund the cash portion of the purchase price of Northern.

Capital Resources.  Total shareholders’ equity increased $75 million to $312 million at June 30, 2006, compared with $237 million at June 30, 2005. This increase was primarily composed of $58 million in stock issued as a part of the purchase price of Northern, $21 million in comprehensive income reduced by $8 million of cash dividends and $3 million for stock issued in connection with employee and director benefit plans. The Company’s Board of Directors authorized stock repurchase programs in March 2006 and March 2005 for the repurchase of up to 500,000 shares of the Company’s common stock over a 12-month period in open market transactions or in privately negotiated transactions. During fiscal 2005, the Company repurchased 236,488 shares at an average price of $18.11. During fiscal 2006 no shares were repurchased and as a result all 500,000 shares authorized remain available to be purchased at June 30, 2006. The current authorization to purchase treasury stock expires in March 2007. Stock repurchase programs are a component of the Company’s strategy to invest excess capital after consideration of market and economic factors, the effect on shareholder dilution, adequacy of capital, effect on liquidity and an assessment of alternative investment returns. Shares repurchased by the Company may be used to meet the Company’s requirements for common shares under its dividend reinvestment plan, stock option or other stock based plans and for general corporate purposes such as expansion and acquisitions or future capital requirements.

Office of Thrift Supervision (OTS) regulations require savings institutions to maintain certain minimum levels of regulatory capital. Additionally, the regulations establish a framework for the classification of savings institutions into five categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well-capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on adjusted total assets); a core (Tier 1) risk-based capital ratio of at least 6.0%; and a total risk-based capital ratio of at least 10.0%. At June 30, 2006, the Bank’s and Northern’s capital levels were above the levels required to be well capitalized. See the Liquidity section of this report for a discussion of dividends as a source of funding for the holding company and dividend restrictions imposed on the Bank by the OTS.

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Contractual Obligations and Off-Balance-Sheet Arrangements

Contractual Obligations.  The Company uses a variety of funding sources to finance its earning assets and other activities. These contractual obligations have various terms and maturities that may require the outlay of cash in the future. The Company also enters into contracts such as lease obligations or purchase obligations that commit the Company to make future payments for the acquisition of goods or services needed for the normal conduct of its business. The following table summarizes those obligations as of June 30, 2006 by type and by payment date. The amounts represent the amounts contractually due and do not include any interest, premiums, discounts or other similar carrying value adjustments. Additional information on the terms of these obligations can be found in the referenced note to the consolidated financial statements. Dollars are in thousands.

	Financial Statement Footnote Reference	Less Than One year		One to Three Years		Over Three to Five Years		Over Five Years		Total
Funding Obligations
Deposits without a stated maturity		$	1,119,150	$	—	$	—	$	—	$	1,119,150
Certificates of deposit	9		682,313		223,910		34,590		784		941,597
Securities sold under agreement to repurchase	10		29,513		14,500		—		—		44,013
Borrowings	11		379,571		114,375		98,427		11,533		603,906
Junior subordinated debentures	12		—		—		—		61,857		61,857
Total Funding Obligations			2,210,547		352,785		133,017		74,174		2,770,523
Other Obligations
Operating lease obligations	7		2,549		3,648		1,282		3,166		10,645
Purchase obligations			4,136		1,818		1,818		—		7,772
Total Other Obligation			6,685		5,466		3,100		3,166		18,417
Total Contractual Obligations		$	2,217,232	$	358,251	$	136,117	$	77,340	$	2,788,940

Purchase obligations listed above include commitments to purchase premises and equipment including computer hardware, computer software and retail office facilities and equipment along with long-term commitments for licences and maintenance agreements.

Off-Balance-Sheet Arrangements.  In the normal course of business, the Company enters into arrangements that are not included in the statements of financial position. They include commitments to make loans, commitments to sell loans, guarantees under letters of credit, interests in securities or derivatives used to hedge the value of loans held for sale and the use of wholly-owned unconsolidated special purpose entities that act as trusts to facilitate the sale of debt securities to the public.

As a lending institution, the Company makes commitments to lend money before loans are disbursed in order to serve the needs of borrowers. At June 30, 2006, the Company had commitments to make loans totaling $160 million and these loan commitments are similar in form and terms to loans already recorded on the books. They are underwritten using the same policies and criteria the Company uses to underwrite loans. Therefore, these commitments do not present credit risks that are different from the credit risks in the existing loan portfolio. The Company does have interest rate risk on loan commitments and loans held for sale between the time a rate commitment is made to the borrower and the time the Company contracts for the sale of the loan. This risk is minimized by issuing commitments to sell loans or mortgage-backed securities to offset this interest rate risk. At June 30, 2006, the Company had $168 million in mortgage loan commitments that are in the form of obligations to sell mortgage backed securities of like maturity and coupon to the loan commitments. In addition, at June 30, 2006 the Company had a funding obligation represented by $287 million in unused lines and letters of credit and $203 million in construction loan funds approved that the borrower has not yet requested be advanced.

The Company issues standby letters of credit for commercial customers to third parties to guarantee the performance of customers to those third parties. If the customer fails to perform, the Company performs in its place and treats the funds advanced as an interest-bearing loan. These letters of credit are underwritten using the same policies and criteria as commercial loans.

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Therefore, these standby letters of credit represent the same risk to the Company as a loan to that commercial loan customer would. At June 30, 2006, the Company had $2.3 million in standby letters of credit outstanding with an average remaining term of 11 months. While no liability has been recorded for the nominal amount of this obligation, the fair value of this obligation has been recorded in the form of unearned fees.

In December 2003, the Company formed two affiliated trusts that issued $30.0 million of Guaranteed Capital Trust Securities. In September 2005 the Company formed an additional affiliated trust that issued an additional $30.0 million of Guaranteed Capital Trust Certificates. These affiliates used the equity capital from the Company and the proceeds of the Guaranteed Capital Trust Securities to purchase Junior Subordinated Deferrable Interest Debentures from the Company. The affiliates have no other operations. Based on the structure, nature and purpose of these affiliated trusts, the Company has accounted for them using the equity method, and therefore they have not been included in the consolidated financial statements. The Company has guaranteed the securities issued by the affiliated trusts; however, this guarantee is recorded as a liability of the Company in the form of the Junior Subordinated Deferrable Interest Debentures.

For additional information on Contractual Obligations and Off-Balance-Sheet Arrangements, see the discussion of Commitments, Contingencies and Guarantees in Notes 1 and 17 of the Notes to the Consolidated Financial Statements.

Comparison of Results of Operations for Years Ended June 30, 2006 and 2005

General.  The Company recorded net income for the year ended June 30, 2006, of $23.0 million, an increase of 21.7% or $4.1 million, from net income of $18.9 million for the year ended June 30, 2005. Diluted earnings per share for the year ended June 30, 2006, were $1.55, an increase of 19.2% compared to $1.30 for the year ended June 30, 2005. The increases in net income and diluted earnings per share were due primarily to increases in earning assets and improvements in earnings related to loan servicing. The current year was negatively impacted by merger costs and the prior year was negatively impacted by other than temporary impairment of securities. The Northern Savings & Loan Company was acquired on June 27, 2006, and was accounted for using the purchase method. Since it was only included in the consolidated earnings of the Company for three days during the fiscal year it did not have any significant impact on net income in the current fiscal year. For fiscal 2006, returns on average equity (ROE) and average assets (ROA) were 9.32% and 0.88%, respectively, compared to 8.29% and 0.79% for fiscal 2005.

Net interest income, loan growth and deposit growth are all significantly affected by changes in interest rates. A review of activity in interest rates over the past two years is helpful in understanding changes in volumes and the levels of certain income statement categories. The chart below indicates the quarterly change in long-term and short-term interest rates represented by changes in the U.S. 10-year treasury bond rate, the target federal funds rate and the difference between the two rates which is an indicator of the steepness of the interest rate curve.

Date	U.S. 10-year Treasury Bond Rate		Target Federal Funds Rate		Difference
06/30/2004	4.62	%	1.00	%	3.62	%
09/30/2004	4.14	%	1.75	%	2.39	%
12/31/2004	4.24	%	2.25	%	1.99	%
03/31/2005	4.50	%	2.75	%	1.75	%
06/30/2005	3.94	%	3.25	%	0.69	%
09/30/2005	4.34	%	3.75	%	0.59	%
12/31/2005	4.39	%	4.25	%	0.14	%
03/31/2006	4.86	%	4.75	%	0.11	%
06/30/2006	5.15	%	5.25	%	(0.10	)%

While long-term rates, represented by the 10-year U.S. treasury rate, have risen 53 basis points over the past two years, short-term rates, as represented by the targeted federal funds rate, rose dramatically faster increasing 425 basis points during the same period. As a result, the yield curve, which had a significant positive slope at June 30, 2004, became progressively flatter during fiscal 2005 and fiscal 2006 and ended up slightly inverted at June 30, 2006.

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Net Interest Income.  The table in the section titled Average Balances, Interest Rates and Yields provides important information on factors impacting net interest income and should be read in conjunction with this discussion of net interest income. Interest income and the resulting asset yields in the following table are stated on a fully tax-equivalent basis. Therefore, they will vary slightly from interest income in the Consolidated Statement of Income included in the Consolidated Financial Statements. Interest income for the year ended June 30, 2006, totaled $149.1 million, an increase of $27.6 million from $121.5 million for the year ended June 30, 2005. Interest income on loans totaled $134.9 million for the year ended June 30, 2006, compared to $107.1 million for the year ended June 30, 2005, an increase of $27.8 million. The increase in interest income on loans was primarily due to an increase of $283.3 million in the average balance of loans supplemented by an increase in the average yield on loans of 0.53% to 6.44% for fiscal 2006 compared with 5.91% for the prior fiscal year. The yield on loans increased as loans originated in prior years were paid off and were replaced by loans with higher current market rates. Interest income on securities decreased $0.3 million and totaled $14.1 million for the year ended June 30, 2006, compared with $14.4 million for the prior year. The decrease in interest income on securities was due to a $52.7 million decrease in the average balance of securities, partially offset by a 57 basis point increase in the average yield.

Interest expense for the year ended June 30, 2006, was $70.6 million, an increase of $21.1 million from $49.5 million for the prior year ended June 30, 2005. Interest expense on deposits increased by $14.4 million to $44.3 million for the year ended June 30, 2006, from $29.9 million for the year ended June 30, 2005 primarily due to an increase in average interest-bearing deposit balances. Average interest-bearing deposit balances increased $158.4 million to $1.523 billion for the year ended June 30, 2006, compared with $1.365 billion for the year ended June 30, 2005. The average cost of deposits increased 72 basis points to 2.91% for fiscal 2006 compared with 2.19% for the previous year. That increase was due to the dramatic increase in short-term interest rates which impacted both the cost of certificates of deposit and nonmaturity deposit accounts. Interest expense on short-term borrowings increased $5.2 million to $11.1 million from $5.9 million for the prior year almost entirely due to increases in short-term interest rates during fiscal 2006. Interest expense on long-term borrowings increased $1.6 million and was $15.3 million for the year ended June 30, 2006, up from $13.7 million for the prior year. The increase was primarily due to an increase of $50.7 million in the average balance of long-term borrowings partially offset by a 40 basis point decrease in the average cost of long-term borrowings. The cost of long-term borrowings includes the amortization of the losses from the termination of interest rate swaps in August 2002. Those losses are being amortized over the original term of the swaps through 2010. Interest rate swap amortization expense was $1.2 million for fiscal 2006 compared with $2.3 million for fiscal 2005. The decline in the interest rate swap amortization accounted for 36 basis points of the 40 basis point decline in the cost of long-term borrowings. Scheduled interest rate swap amortization for fiscal 2007 is $1.0 million. Additional information can be found in the notes to the consolidated financial statements.

Net interest income for the year ended June 30, 2006, totaled $78.4 million versus $72.0 million for the year ended June 30, 2005, an increase of $6.4 million. This increase was primarily due to a $230.4 million increase in interest-earning assets which was driven by loan growth. Both asset yields and liability costs increased during fiscal 2006 as older loans and certificates of deposits matured or were paid off and were replaced by new instruments at higher interest rates. The net result was a 13 basis point decrease in the interest rate spread. The net interest margin decreased 4 basis points to 3.29% for fiscal 2006 compared with 3.33% for fiscal 2005. Both spread and net interest margin decreased due to the flattening of the yield curve during fiscal 2006. As the yield curve becomes flatter there is less opportunity to increase net interest income by taking on interest rate risk as the differential between short-term and long-term interest rates decreases.

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Average Balances, Interest Rates and Yields.  The following table presents for the periods indicated the total dollar amount of fully taxable equivalent interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars and rates.

Year ended June 30,	2006
	Average Balance			Interest		Average Yield/ Cost
Assets
Interest-earning assets
Loans and loans held for sale (1)	$	2,098,888		$	135,091	6.44	%
Securities and interest-bearing deposits (1) (2)		288,216			13,356	4.63
Federal Home Loan Bank stock		29,702			1,589	5.35
Total interest-earning assets		2,416,806			150,036	6.21
Noninterest-earning assets
Cash and due from banks		53,324
Allowance for loan losses		(19,740	)
Other assets		162,367
Total assets	$	2,612,757
Liabilities
Interest-bearing liabilities
Deposits
Checking accounts	$	117,699		$	512	0.43	%
Savings and money market accounts		648,860			15,218	2.35
Certificates of deposit		756,359			28,524	3.77
Total deposits		1,522,918			44,254	2.91
Borrowings
Short-term		270,635			11,115	4.11
Long-term		302,931			15,270	5.04
Total interest-bearing liabilities		2,096,484			70,639	3.37
Noninterest-bearing liabilities
Noninterest-bearing checking accounts		233,390
Other liabilities		35,677
Total liabilities		2,365,551
Shareholders’ equity		247,206
Total liabilities and shareholders equity	$	2,612,757
Fully tax-equivalent net interest income					79,397
Interest rate spread						2.84	%
Net interest margin						3.29	%
Average interest-earning assets to average interest-bearing liabilities						115.28	%
Tax-equivalent adjustment					983
Net interest income				$	78,414

(1) Average yields are stated on a fully taxable equivalent basis.

(2) Includes unamortized discounts and premiums. Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.

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Year ended June 30,	2005							2004
	Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost
Assets
Interest-earning assets
Loans and loans held for sale (1)	$	1,815,545		$	107,232	5.91	%	$	1,169,251		$	72,031	6.16	%
Securities and interest-bearing deposits (1) (2)		340,954			13,856	4.06			344,688			13,768	3.99
Federal Home Loan Bank stock		29,902			1,296	4.33			23,371			938	4.01
Total interest-earning assets		2,186,401			122,384	5.60			1,537,310			86,737	5.64
Noninterest-earning assets
Cash and due from banks		64,456							35,741
Allowance for loan losses		(17,295	)						(11,163	)
Other assets		156,037							149,400
Total assets	$	2,389,599						$	1,711,288
Liabilities
Interest-bearing liabilities
Deposits
Checking accounts	$	131,691		$	574	0.44	%	$	87,398		$	304	0.35	%
Savings and money market accounts		592,939			8,233	1.39			443,890			5,418	1.22
Certificates of deposit		639,894			21,045	3.29			557,746			19,517	3.50
Total deposits		1,364,524			29,852	2.19			1,089,034			25,239	2.32
Borrowings
Short-term		267,679			5,927	2.21			175,581			1,880	1.07
Long-term		252,240			13,711	5.44			155,312			10,486	6.75
Total interest-bearing liabilities		1,884,443			49,490	2.63			1,419,927			37,605	2.65
Noninterest-bearing liabilities
Noninterest-bearing checking accounts		241,017							60,647
Other liabilities		35,824							41,016
Total liabilities		2,161,284							1,521,590
Shareholders’ equity		228,315							189,698
Total liabilities and shareholders equity	$	2,389,599						$	1,711,288
Fully tax-equivalent net interest income					72,894							49,132
Interest rate spread						2.97	%						2.99	%
Net interest margin						3.33	%						3.20	%
Average interest-earning assets to average interest-bearing liabilities						116.02	%						108.27	%
Tax-equivalent adjustment					882							964
Net interest income				$	72,012						$	48,168

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Rate/Volume Analysis of Net Interest Income. The following table presents the dollar amount of changes in fully tax equivalent interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the increase or decrease related to changes in balances and/or changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

	Year ended June 30, 2006 Compared to Year Ended June 30, 2005									Year ended June 30, 2005 Compared to Year Ended June 30, 2004
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(Dollars in thousands)
Interest-Earning Assets
Loans and loans held for sale	$	17,693		$	10,166		$	27,859		$	38,239		$	(3,08	)	$	35,201
Securities and interest-bearing deposits		(2,299	)		1,799			(500	)		(151	)		239			88
Federal Home Loan Bank stock		(9	)		302			293			278			80			358
Total interest-earning assets		15,385			12,267			27,652			38,366			(2,719	)		35,647
Interest-Bearing Liabilities
Checking accounts		(51	)		(11	)		(62	)		179			91			270
Savings and money market accounts		839			6,146			6,985			1,989			826			2,815
Certificate of deposit		4,152			3,327			7,479			2,750			(1,222	)		1,528
Short-term borrowings		65			5,123			5,188			1,335			2,712			4,047
Long-term borrowings		2,619			(1,060	)		1,559			5,564			(2,339	)		3,225
Total interest-bearing liabilities		7,624			13,525			21,149			11,817			68			11,885
Net change in net interest income	$	7,761			(1,258	)	$	6,503		$	26,549		$	(2,787	)	$	23,762

Provision for Loan Losses. The provision for loan losses was $5.9 million for fiscal 2006, which was an increase of $2.4 million from $3.5 million for fiscal 2005. The provision for loan losses for fiscal 2006 was composed of $5.3 million related to First Place Bank loans and $0.6 million recorded for Northern loans after the merger was completed. The $0.6 million provision was recorded to reflect a change in the approach to managing credit issues at Northern and to conform to the Company’s credit policies. The primary change in the approach to problem assets is to resolve credit issues more rapidly. This tends to result in larger initial losses but a decrease in the time an asset remains as nonperforming. Net charge-offs during fiscal 2006 were $2.3 million, an increase of $0.5 million from fiscal 2005. Net charge-offs as a percent of average loans increased to 0.12% for fiscal 2006 compared with 0.11% for fiscal 2005. Nonperforming loans increased $4.2 million or 33.1% to $16.8 million at June 30, 2006, compared with $12.6 million at June 30, 2005. The increase in the provision for loan losses in fiscal 2006 compared with fiscal 2005 was consistent with the increases in net charge-offs and nonperforming loans. The allowance for loan losses as a percent of loans declined to 0.95% at June 30, 2006, from 1.00% a year earlier. This decline was primarily due to the addition of the Northern loans which were primarily one- to four family loans and which historically had low levels of charge-offs.

Noninterest Income. Noninterest income increased 45.8% to $29.0 million for the year ended June 30, 2006, from $19.9 million for the prior year ended June 30, 2005. The increase was due primarily to a significant increase in income related to loan servicing in the current year and a charge for other-than-temporary impairment of securities in the prior year.

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Loan servicing income was $1.3 million for fiscal 2006 compared with $38,000 for fiscal 2005. Loan servicing income is sensitive to changes in interest rates and can change dramatically from year to year as it has in the current fiscal year compared with the prior fiscal year. Loan servicing income is composed of the current fees generated from the servicing of sold loans less the current amortization of mortgage servicing rights (MSRs) and the adjustment for any change in the allowance for impairment of MSRs, which are valued at the lower of cost or market. The valuation of MSRs is a critical accounting policy and the Company utilizes the services of an independent firm to determine market value. Both the amortization and the valuation of MSRs are sensitive to movements in interest rates. Both amortization and impairment valuation allowances tend to increase as rates fall and tend to decrease as rates rise. However, the level of amortization is a function of interest rates over the period while the level of impairment valuation allowances is a function of interest rates at the end of the period. Interest rates were at extremely low levels three years ago on June 30, 2003, with many rates at or near the lowest level they had been in 40 years. During the past three years, both short-term and long term interest rates have varied significantly and have not moved in tandem resulting in significant shifts in the shape and slope of the yield curve. The level and variability in interest rates over that period has resulted in significant variations in loan servicing income, including changes in the level of impairment of MSRs. The table below shows how the change in the impairment of MSRs has impacted loan servicing income over the past two years.

	Year ended June 30,
	2006		2005
Loan servicing income (loss)
Loan servicing revenue net of amortization	$	785	$	379
Change in impairment of MSRs		517		(341	)
Total loan servicing income (loss)	$	1,302	$	38

The increase in loan servicing revenue net of amortization in the current year compared to the prior year was due to a slowdown in amortization of servicing rights due to loan payoffs. The change in impairment was due to long-term interest rates being significantly higher at June 30, 2006, than they were at June 30, 2005. The remaining allowance for impairment of MSRs at June 30, 2006 was $0.1 million.

Over the past several years, the volume and dollar value of loan servicing rights has been growing more rapidly than total assets on a percentage basis. As a result, the Company’s exposure to volatility in mortgage banking revenue has also increased. In order to reduce exposure to volatility due to rapid payoffs or impairment, the Company sold MSRs with a cost basis of $11.0 million or approximately 43% of its loan servicing rights during March 2006. This resulted in a gain of $1.8 million contrasted with no gain in the prior year. Historically the Company has sold loans on both a servicing retained and a servicing released basis. However, this was the Company’s first sale of servicing rights. Management plans to consider additional sales of MSRs in the future depending on size of the servicing asset relative to total assets and based on the current market for the sale of MSRs.

Net losses on sale of securities were $0.9 million for fiscal 2006 contrasted with a gain of $0.1 million for fiscal 2005. Management made a strategic decision to sell $42 million of low yielding securities in March 2006 at a loss in order to reinvest to take advantage of yields in the current market that were higher than they had been for the previous two years. Securities may be sold to generate changes in liquidity, interest rate risk or maximize total returns on securities or minimize losses on securities in anticipation of changes in interest rates. The Company does not anticipate that gains or losses on the sale of securities are currently or will be a significant component of net income. However, the purchase and sale of securities do play a significant part in managing the overall liquidity, credit and interest rate risk of the Company.

No impairment of securities was recorded during fiscal 2006 compared with a charge of $5.2 million during fiscal 2005. In December 2004, the Company recorded a $5.2 million pretax charge for other-than-temporary impairment of Fannie Mae and Freddie Mac preferred stock. When the market value of a security remains significantly below amortized cost (impairment) for an extended period of time, generally accepted accounting principles require a company to make a determination whether that impairment is temporary or other-than-temporary. All of the securities currently on the books of the Company are classified as available for sale. Therefore, all securities are recorded in the statement of condition at market value. This is accomplished by a

45

credit or charge to other comprehensive income, and those market value changes are not reflected in the income statement. If securities are impaired and the impairment is determined to be other-than-temporary, the securities are written down by reversing the existing charge to other comprehensive income and recording a charge to the income statement. The Freddie Mac and Fannie Mae preferred stocks owned by the Company had been impaired for approximately three years.

Our research into the reasons for the impairment revealed the following information about relevant events between September 30, 2004 and December 31, 2004:

• In December 2004, the Securities and Exchange Commission recommended that Fannie Mae restate their financial statements to comply with Statements of Financial Accounting Standards Nos. 91 and 133;

• In December 2004, the Office of Federal Housing Enterprise Oversight indicated that Fannie Mae was significantly undercapitalized as of September 30, 2004 as a result of accounting mistakes;

• Fannie Mae had accepted the retirement of its CEO, the resignation of its CFO and had changed auditors all between December 1, 2004 and December 31, 2004;

• Between September 30, 2004 and December 31, 2004, the impaired securities declined $1.1 million value in market value, which represented a 6.6% decline in value even though the rates the securities are indexed to went up; and

• In December 2004, Senators Sununu, Hagel and Dole called for changes in the regulatory oversight of Fannie Mae and Freddie Mac based on Fannie Mae’s recent problems with their financial statements and based on Freddie Mac’s financial reporting problems in 2003.

Based on this and other information the Company chose to take a conservative position in projecting the timing of recovery of impairment. Therefore, the Company recorded a pre-tax charge of $5.2 million to record a write-down to recognize other-than-temporary impairment on all Freddie Mac and Fannie Mae preferred stocks in the Company’s securities portfolio that were impaired as of December 31, 2004. These stocks had a cost basis of $20.8 million and were written down to their market value at December 31, 2004 of $15.6 million. This write down did not have any effect on total capital or the net asset value of the securities as they had already been recorded at market value as available for sale securities.

Net gains on the sale of loans were stable between years, remaining at $5.9 million for fiscal 2006 and fiscal 2005. Gains in fiscal 2006 averaged 59 basis points on $999 million in sales compared with 59 basis points on $997 million of loan sales in fiscal 2005. The level of loan originations, sales and gains on the sale of loans are all results that tend to vary inversely with interest rates. Loan activity tends to increase as interest rates decrease and loan activity tends to decrease as interest rates increase. In spite of rising interest rates during fiscal 2006, the Company was able to maintain mortgage banking activity levels by selectively adding experienced, successful loan officers and by concentrating on servicing customers purchasing homes over customers seeking refinances of their existing homes. Management anticipates increased variability in mortgage banking in future periods.

Service charges and fees on deposit accounts increased 5.1% or $0.3 million to $5.5 million for fiscal 2006 compared with $5.2 million for fiscal 2005. Other income – bank increased 5.5% or $0.4 million to $7.4 million for fiscal 2006 compared with $7.0 million for fiscal 2005 primarily due to a $0.4 million gain from recognizing an equity interest in a credit card servicer resulting from a conversion to the stock form of ownership. Other income – nonbank subsidiaries increased 15.5% or $1.1 million to $8.0 million primarily due to an increase in the level of commissions earned from insurance, real estate and wealth management affiliates.

Noninterest Expense.  Noninterest expense for the year ended June 30, 2006 totaled $68.2 million compared to $61.5 million for the year ended June 30, 2005, an increase of $6.7 million or 10.7%. The most prominent reason for the increase was $2.2 million in expenses for merger, integration and restructuring related to the Northern acquisition. There were no expenses of this type in fiscal 2005. Salaries and employee benefits increased 10.4% or $3.1 million to $32.7 million in fiscal 2006 compared with $29.6 million in fiscal 2005. The increase was due to additions and replacement of executive and other nonretail personnel along with increases to stock-based retirement and incentive plans. Loan expenses increased $0.3 million or 12.3% to $2.7 million due

46

to increased loan production, primarily in the commercial loan area. Marketing expense decreased $0.3 million or 13.4% due to a conscious effort by management to control expenses in this area and concentrate on only the most effective delivery methods. Franchise tax expense increased $0.3 million or 26.2% to $1.4 million. The Company anticipates that the franchise tax will be at or below the levels experienced in fiscal 2005 from July 2006 through December 2007. Amortization of intangible assets decreased $0.2 million or 5.8% due to a decline in the amortization of the core deposit intangible asset from the Franklin acquisition in May 2004. Amortization of intangibles will increase significantly beginning in July 2006 due to the Northern acquisition. Other noninterest expenses increased $0.9 million or 8.9% to $10.6 million for the current fiscal year compared to the prior year. This increase was due to increases in ATM, real estate owned and other expenses related to growth in the balance sheet and business volumes.

Provision for Income Taxes.  Income tax for the current fiscal year was $10.3 million, an increase of $2.4 million from the prior year expense of $7.9 million. The increase in the income tax expense was due to the increase in pretax income. The effective tax rate for the current fiscal year was 30.9% compared with 29.4% for the prior fiscal year. The increase in the effective tax rate was primarily due to the $1.0 million receipt of life insurance proceeds in the prior year which was not subject to income tax.

Comparison of Results of Operations for Years Ended June 30, 2005 and 2004

General.  The Company recorded net income for the year ended June 30, 2005 of $18.9 million, an increase of 33.8% or $4.8 million, from net income of $14.2 million for the year ended June 30, 2004. Diluted earnings per share for the year ended June 30, 2005 were $1.30, an increase of 19.3% compared to $1.09 for the year ended June 30, 2004. The increases in net income and diluted earnings per share were due primarily to increased assets and earnings related to the May 28, 2004 acquisition of Franklin Bancorp, Inc. For fiscal 2005, returns on average equity (ROE) and average assets (ROA) were 8.29% and 0.79%, respectively, compared to 7.46% and 0.83% for fiscal 2004.

Net interest income, loan growth and deposit growth are all significantly affected by changes in interest rates. A review of activity in interest rate over the past two years is helpful in understanding changes in volumes and the levels of certain income statement categories. The chart below indicates the quarterly change in long-term and short-term interest rates represented by changes in the U.S. 10-year treasury bond rate and the target federal funds rate.

Date	U.S. 10-year Treasury Bond Rate	Target Federal Funds Rate
06/30/2003	3.54%	1.00%
09/30/2003	3.96%	1.00%
12/31/2003	4.27%	1.00%
03/31/2004	3.86%	1.00%
06/30/2004	4.62%	1.00%
09/30/2004	4.14%	1.75%
12/31/2004	4.24%	2.25%
03/31/2005	4.50%	2.75%
06/30/2005	3.94%	3.25%

While long-term rates, represented by the 10-year U.S. treasury rate, have fluctuated primarily between 3.90% and 4.50% over the past two years, short-term rates, as represented by the targeted federal funds rate, were stable during fiscal 2004 and rose steadily during fiscal 2005, increasing 225 basis points over the course of the year. As a result the yield curve, which was relatively stable during fiscal 2004, became progressively flatter throughout fiscal 2005.

Net Interest Income.  The table in the section titled Average Balances, Interest Rates and Yields provides important information on factors impacting net interest income and should be read in conjunction with this discussion of net interest income. Interest income and the resulting asset yields in the following table are stated on a fully tax-equivalent basis. Therefore, they will vary slightly from interest income in the Consolidated Statement of Income included in the Consolidated Financial Statements. Interest income for the year ended June 30, 2005 totaled $121.5 million, an increase of $35.7 million from $85.8

47

million for the year ended June 30, 2004. Interest income on loans totaled $107.1 million for the year ended June 30, 2005 compared to $71.9 million for the year ended June 30, 2004, an increase of $35.2 million. The increase in interest income on loans was primarily due to an increase of $646.3 million in the average balance of loans partially offset by a reduction in the average yield on loans of 0.25% to 5.91% for fiscal 2005 compared to 6.16% for the prior fiscal year. The increase in average loan balances was primarily due to including a full year of the loans of the Franklin Division of First Place Bank in fiscal 2005 compared to one month in fiscal 2004. The yield on loans declined as we continued to experience the payoff of older high rate mortgage loans. That decline was partially offset by increases in the yields on commercial and consumer loans due to increases on the prime lending rate during fiscal 2005. Interest income on securities decreased $0.1 million and totaled $13.9 million for the year ended June 30, 2005 compared to $13.8 million for the prior year. The increase in interest income on mortgage-backed and other securities was due to a 7 basis point increase in the average rate, partially offset by a $3.7 million decrease in the average balance.

Interest expense for the year ended June 30, 2005 was $49.5 million, an increase of $11.9 million from $37.6 million for the prior year ended June 30, 2004. Interest expense on deposits increased by $4.6 million to $29.8 million for the year ended June 30, 2005 from $25.2 million for the year ended June 30, 2004 primarily due to the increase in average balances net of a small benefit from a decrease in the average cost of deposits. Average interest-bearing deposit balances increased $275.5 million to $1.364 billion for the year ended June 30, 2005 compared to $1,089.2 million for the year ended June 30, 2004. The increase in interest expense on deposits was primarily due to including a full year of the deposits of the Franklin Division of First Place Bank in fiscal 2005 compared to one month in fiscal 2004. The average cost of deposits declined 13 basis points to 2.19% for fiscal 2005 compared with 2.32% for the previous year. That decline was due to the maturity of older high rate certificates of deposit partially offset by increases in the cost of checking, savings and money market accounts. Interest expense on short-term borrowings increased $4.0 million to $5.9 million from $1.9 million for the prior year primarily due to increases in short-term interest rates during fiscal 2005 and to a lesser extent due to increases in the average balance of short-term borrowings. Interest expense on long-term borrowings increased $3.2 million and was $13.7 million for the year ended June 30, 2005, from $10.5 million for the prior year. The increase was primarily due to an increase of $96.9 million in the average balance of long-term borrowings partially offset by a 131 basis point decrease in the average cost of long-term borrowings. The cost of long-term borrowings includes the amortization of the losses from the termination of interest rate swaps in August 2002. Those losses are being amortized over the original term of the swaps through 2010. Interest rate swap amortization expense was $2.3 million for fiscal 2005 compared with $2.6 million for fiscal 2004. The decline in the interest rate swap amortization accounted for 10 basis points of the 131 basis point decline in the cost of long-term borrowings. Scheduled interest rate swap amortization for fiscal 2006 is $1.2 million. Additional information can be found in the notes to the consolidated financial statements.

Net interest income for the year ended June 30, 2005 totaled $72.0 million versus $48.2 million for the year ended June 30, 2004, an increase of $23.8 million. This increase was primarily due to a $649.1 million increase in interest-earning assets which was primarily due to the addition of assets from the Franklin acquisition. Both asset yields and liability costs declined slightly during fiscal 2005 as older loans and certificates of deposits matured or were paid off and were replaced by new instruments at lower interest rates. The net result was a 2 basis point decrease in the interest rate spread. The net interest margin increased 13 basis points to 3.33% for fiscal 2005 compared with 3.20% for fiscal 2004. The increase in the margin was primarily due to the increase in noninterest-bearing checking accounts of $180.4 million to an average balance of $241.0 for fiscal 2005 compared with $60.6 for fiscal 2004 which was also primarily due to the Franklin acquisition.

Provision for Loan Losses.  The provision for loan losses was $3.5 million for fiscal 2005, which was a decrease of $1.4 million from $4.9 million for fiscal 2004. Net charge-offs declined $0.7 million to $1.8 million for fiscal 2005 from $2.5 million for fiscal 2004. Net charge-offs as a percent of average loans decreased to 0.11% for fiscal 2005 compared with 0.23% for fiscal 2004. Taken together the provision and net charge-offs for fiscal 2005 resulted in an increase of $1.8 million or 10.5% in the allowance for loan losses to $18.3 million at June 30, 2005 compared with $16.5 million at June 30, 2004. The allowance for loan losses as a percent of loans declined to 1.00% at June 30, 2005 from 1.10% a year earlier. This was consistent with the change in nonperforming loans which increased on an absolute basis, but declined as a percent of loans.

48

Noninterest Income.  Noninterest income decreased 11.7% to $19.9 million in the year ended June 30, 2005 from $22.5 million for the prior year ended June 30, 2004. The decrease was due primarily to a charge for other-than-temporary impairment of securities and a decline in the gain on the sale of loans partially offset by increases in service charges and other income generated by the Bank.

In December 2004 the Company recorded a $5.2 million pretax charge for other-than-temporary impairment of Fannie Mae and Freddie Mac preferred stock. When the market value of a security remains significantly below amortized cost (impairment) for an extended period of time, generally accepted accounting principles require a company to make a determination whether that impairment is temporary or other-than-temporary. All of the securities currently on the books of the Company are classified as available for sale. Therefore, all securities are recorded in the statement of condition at market value. This is accomplished by a credit or charge to other comprehensive income, and those market value changes are not reflected in the income statement. If securities are impaired and the impairment is determined to be other-than-temporary, the securities are written down by reversing the existing charge to other comprehensive income and recording a charge to the income statement.

The Freddie Mac and Fannie Mae preferred stocks owned by the Company had been impaired for approximately three years. In order to determine the nature of that impairment the following factors were considered:

• The likelihood that changes in interest rates would result in a recovery of impairment;

• The Company’s expectation for the direction and the magnitude of changes in interest rates;

• The level of confidence associated with the Company’s expectation of future interest rates;

• Current ratings of Fannie Mae and Freddie Mac securities outstanding;

• Alternative competing investments current available in the market;

• Public knowledge about current operations at Freddie Mac and Fannie Mae;

• The political climate in which these agencies operate; and

• The length of time these securities have already been impaired.

Our investigation of these issues revealed the following information about relevant events between September 30, 2004 and December 31, 2004:

• In December 2004 the Securities and Exchange Commission recommended that Fannie Mae restate their financial statements to comply with Statements of Financial Accounting Standards Nos. 91 and 133;

• In December 2004 the Office of Federal Housing Enterprise Oversight indicated that Fannie Mae was significantly undercapitalized as of September 30, 2004 as a result of accounting mistakes;

• Fannie Mae had accepted the retirement of its CEO, the resignation of its CFO and had changed auditors all between December 1, 2004 and December 31, 2004;

• Between September 30, 2004 and December 31, 2004, the impaired securities declined $1.1 million value in market value, which represented a 6.6% decline in value even though the rates the securities are indexed to went up; and

• In December 2004 Senators Sununu, Hagel and Dole called for changes in the regulatory oversight of Fannie Mae and Freddie Mac based on Fannie Mae’s recent problems with their financial statements and based on Freddie Mac’s financial reporting problems in 2003.

Based on this and other information the Company chose to take a conservative position in projecting the timing of recovery of impairment. Therefore, the Company recorded a pre-tax charge of $5.2 million to record a write-down to recognize other-than-temporary impairment on all Freddie Mac and Fannie Mae preferred stocks in the Company’s securities portfolio that were impaired as of December 31, 2004. These stocks had a cost basis of $20.8 million and were written down to their market value at December 31, 2004 of $15.6 million. This write down did not have any effect on total capital or the net asset value of the securities as they had already been recorded at market value as available for sale securities.

Noninterest income also declined due to a decline in the net gains on sale of loans. Net gains on the sale of loans were $5.9 million in fiscal 2005, a decrease of 31.0% from $8.5 million in fiscal 2004. Gains in fiscal 2005 averaged 59 basis points on $997 million in sales compared with 94 basis points on $905 million of loan sales in fiscal 2004. The most significant difference

49

between fiscal 2004 and 2005 was that the first quarter of fiscal 2004 was a very favorable market to originate and sell residential mortgage loans. Interest rates were at 40 year lows and refinance activity was at record high levels. During that quarter, the Company realized gains on the sale of loans of $4.0 million on sales of $184 million of loans or an average of 216 basis points. During the remaining nine months of fiscal 2004, the Company realized gains of $4.5 million on sales of $721 million or an average gain of 62 basis points.

Service charges and fees on deposit accounts increased 90.3% or $2.5 million to $5.2 million for fiscal 2005 compared with $2.8 million for fiscal 2004. This increase was due to increases in checking account and ATM fees that grew primarily due to the increase in checking accounts from the Franklin acquisition. Other income – bank increased 70.4% or $2.9 million to $7.0 million for fiscal 2005 compared with $4.1 million for fiscal 2004. A portion of the increase was a payment of $1.0 million, which represented the tax-free proceeds of a life insurance policy on a former Company executive. The remainder was related to new banking services or an expansion in the level of existing services primarily due to the Franklin acquisition. Loan servicing income was $38,000 for fiscal 2005 which represented a $27,000 increase over fiscal 2004. While these amounts were not significant when compared to net income in fiscal 2005 or fiscal 2004 the loan servicing operation is significant because it is sensitive to changes in interest rates and has the potential to have a significant impact on net income in fiscal 2006 and future years. Loan servicing income is composed of the current fees generated from the servicing of sold loans less the current amortization of mortgage servicing rights (MSRs) and the adjustment for any change in the allowance for impairment of MSRs, which are valued at the lower of cost or market. The valuation of MSRs is a critical accounting policy and the Company utilizes the services of an independent firm to determine market value. Both the amortization and the valuation of MSRs are sensitive to movements in interest rates. Both amortization and impairment valuation allowances tend to increase as rates fall and tend to decrease as rates rise. However, the level of amortization is a function of interest rates over the period while the level of impairment valuation allowances is a function of interest rates at the end of the period. Historically low interest rates over the past three years and volatility in rates recently have resulted in the increased variability of loan servicing income on a quarterly basis in spite of the lack of change between the current and prior fiscal years. The table below shows how the change in the impairment of MSRs impacts loan servicing income.

	Year ended June 30,
	2005			2004
Loan servicing income (loss)
Loan servicing revenue net of amortization	$	379		$	(2,088	)
Change in impairment of MSRs		(341	)		2,099
Total loan servicing income (loss)	$	38		$	11

The reduction of the loss in loan servicing revenue net of amortization in the current year compared to the prior year was due to a slowdown in amortization of servicing rights due to loan payoffs. The change in impairment was due to long-term interest rates being significantly lower at June 30, 2005 than they were at June 30, 2004 whereas they were significantly higher at June 30, 2004 than they were at June 30, 2003. The remaining allowance for impairment of MSRs at June 30, 2005 was $0.7 million.

Net gains on sale of securities were $0.1 million for fiscal 2005 compared with $0.5 million for fiscal 2004. Securities may be sold to generate changes in liquidity, interest rate risk or maximize total returns on securities or minimize losses on securities in anticipation of changes in interest rates. The company does not anticipate that gains on the sale of securities are currently or will be a significant component of net income. However, the purchase and sale of securities do play a significant part in managing the overall liquidity, credit and interest rate risk of the Company.

Noninterest Expense.  Noninterest expense for the year ended June 30, 2005 totaled $61.5 million compared to $45.3 million for the year ended June 30, 2004, an increase of $16.2 million or 35.6%. The Company has undertaken a number of expansion initiatives over the past two years which have resulted in increases in noninterest expense. These initiatives have also resulted in significant increases in net interest income, service charge income and commercial loan originations. The most significant initiative was the acquisition of Franklin Bancorp Inc. on May 28, 2004. The acquisition was accounted for as a purchase. Therefore, the operating expenses of Franklin are included in the consolidated financial statements beginning with the date of

50

acquisition. Other initiatives during fiscal 2005 include expansion of the North Olmsted, Ohio loan production office to a business financial center, and the addition of loan production offices in Carmel, Indiana and in Northville, Jackson and Holland, Michigan. These initiatives particularly impacted salaries and benefits and occupancy expenses. Salaries and employee benefits expense increased $7.9 million to $29.6 million for the current fiscal year compared with $21.7 million for the prior year. Occupancy and equipment expenses were $9.7 million for the year ended June 30, 2005, an increase of $3.2 million over expense of $6.5 million for the prior fiscal year. Professional fees were $2.8 million for fiscal 2005 which was an increase of 64.0% or $1.1 million over fiscal 2004. The increase was due to additional independent audit costs and consulting costs to comply with Sarbanes-Oxley Act Section 404, which relates to management’s assessment of internal controls, outsourcing of the internal audit function for the first time in fiscal 2005 and from increased legal costs for delinquent loans as the Company has grown due to the Franklin acquisition. Marketing expense increased $1.1 million or 87.4% due to the Franklin acquisition and due to increased advertising in Ohio to increase market awareness of the First Place name. Franchise tax expense decreased $0.7 million or 36.9% to $1.1 million due to the impact of the Franklin acquisition. Amortization of intangible assets increased $2.6 million or 197.3% due to amortization of the core deposit intangible asset from the Franklin acquisition. Merger, integration and restructuring expense related to the Franklin acquisition was $2.2 million in fiscal 2004 compared to no expense in the current year. Other noninterest expenses increased $2.4 million to $9.7 million for the current fiscal year compared to $7.3 million in the prior year. This increase was also primarily due to the increase in the size of the Company as a result of the Franklin acquisition and other expansion initiatives.

Provision for Income Taxes.  Income tax for the current fiscal year was $7.9 million, an increase of $1.7 million from the prior year expense of $6.2 million. The effective tax rate for the current fiscal year was 29.4% compared with 30.4% for the prior fiscal year. The increase in the income tax expense was due to the increase in pretax income. The decrease in the effective tax rate was primarily due to the $1.0 million receipt of life insurance proceeds in the current year which was not subject to income tax.

Liquidity

Liquidity is a measurement of the Company’s ability to generate adequate cash flows to meet the demands of its customers and provide adequate flexibility for the Company to take advantage of market opportunities. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Company’s principal sources of funds are deposits; amortization, prepayments and sales of loans; maturities, sales and principal receipts from securities; borrowings; the issuance of debt or equity securities and operations. Managing liquidity entails balancing the need for cash or the ability to borrow against the objectives of maximizing profitability and minimizing interest rate risk. The most liquid types of assets typically carry the lowest yields.

At June 30, 2006, the Company had $167 million of cash and unpledged securities available to meet cash needs. Unpledged securities can be sold or pledged to secure additional borrowings. In addition, the Company had the ability to borrow an additional $131 million from the Federal Home Loan Bank based on loans currently pledged under blanket pledge agreements. This compared to $151 million of cash and unpledged securities and Federal Home Loan Bank availability of $42 million at June 30, 2005. Potential cash available as measured by liquid assets and borrowing capacity has increased during fiscal 2006 primarily due to the addition of pledgable assets with the Northern acquisition. In addition to the sources of funds listed above, the Company has the ability to raise additional funds by increasing deposit rates relative to competition locally or in national markets, or to sell additional loans. Management believes that the current and potential resources mentioned are adequate to meet liquidity needs in the foreseeable future.

First Place Financial Corp., as a holding company, has more limited sources of liquidity. In addition to its existing liquid assets it can raise funds in the securities markets through debt or equity offerings or it can receive dividends from the Bank. Cash can be used by the holding company to make acquisitions, pay the quarterly interest payments on its Junior Subordinated Debentures, pay dividends to common shareholders and fund operating expenses. At June 30, 2006, the holding company had cash and unpledged securities of $40 million available to meet cash needs. Annual debt service on the Junior Subordinated Debentures is approximately $4 million. Banking regulations limit the amount of dividends that can be paid to the holding company without

51

prior approval of the OTS. Generally the Bank may pay dividends without prior approval as long as the dividend is not more than the total of the current calendar year-to-date earnings plus any earnings from the previous two years not already paid out in dividends, and as long as the Bank would remain well capitalized. The Bank has not paid any dividends to the holding company during fiscal 2006 and Northern paid a dividend of $15 million to the holding company in June 2006. As of June 30, 2006, the Bank would be able to pay approximately $12 million and Northern would not be able to pay any additional dividend without the approval of the OTS. Future dividend payments by the Bank beyond the $12 million will be based upon future earnings or the approval of the OTS.

Impact of Inflation

Consolidated financial data included herein has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Presently, GAAP requires the Company to measure financial position and operating results primarily in terms of historical dollars. Changes in the relative value of money due to inflation or deflation are generally not considered.

In management’s opinion, changes in interest rates affect the financial condition of the Company to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not move concurrently. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as changes in monetary and fiscal policy. A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in a volatile economic environment. In an effort to protect itself from the effects of interest rate volatility, the Company reviews its interest rate risk position frequently, monitoring its exposure and taking necessary steps to minimize any detrimental effects on the Company’s profitability.

Critical Accounting Policies

The Company follows financial accounting and reporting policies that are in accordance with GAAP and conform to general practices within the banking industry. Some of these accounting policies require management to make estimates and judgments about matters that are uncertain. Application of assumptions different than those used by management could have a material impact on the Company’s financial position or results of operations. These policies are considered to be critical accounting policies. These policies include the policies to determine the adequacy of the allowance for loan losses and the valuation of the mortgage servicing rights. These policies, current assumptions and estimates utilized and the related disclosure of this process are determined by management and reviewed periodically with the Audit Committee of the Board of Directors. Management believes that the judgments, estimates and assumptions used in the preparation of the consolidated financial statements are appropriate given the factual circumstances at the time. Details of the policies, the nature of the estimates, and the sensitivity of the estimates follow.

Allowance for loan losses. The allowance for loan losses represents management’s estimate of probable incurred credit losses in the portfolio at each balance sheet date. Management analyzes the adequacy of the allowance based on a review of the loans in the portfolio along with an analysis of external factors. Loans are reviewed individually, or in the case of small homogeneous loans, in the aggregate. This review includes historical data, the ability of the borrower to meet the terms of the loan, an evaluation of the collateral securing the loan, various collection strategies and other factors relevant to the loan or loans. External factors considered include economic conditions, current interest rates, trends in the borrower’s industry and the market for various types of collateral. In addition, overall information about the loan portfolio or segments of the portfolio is considered, including industry concentrations, delinquency statistics and workout experience based on factors such as historical loss experience, the nature and volume of the portfolio, loan concentrations, specific problem loans and current economic conditions. As a result, determining the appropriate level for the allowance for loan losses involves not only evaluating the current financial situation of individual borrowers or groups of borrowers but also current predictions about future cash flows that could change before an actual loss is determined. Based on the variables involved and the fact that management must make judgments about outcomes that are uncertain, the determination of the allowance for loan losses is considered to be a critical accounting policy.

One of the tools utilized by management to determine the appropriate level for the allowance for loan losses is the grading of individual loans according to the severity of credit issue. An illustration of the sensitivity of this system to changes in conditions

52

or changes in estimates follows. The most serious grading a loan can receive is to be classified as a loss. A loan classified in the loss grade would be 100% reserved and would be subject to charge-off. The next most serious grade is identified as doubtful. At June 30, 2006, the Company had $8.6 million of loans classified as doubtful. If all of these loans were to deteriorate and become classified as a loss the allowance for loan losses would need to increase by approximately $5.5 million.

Mortgage Servicing Rights. When the Company sells a mortgage loan and retains the rights to service that loan, the amortized cost of the loan is allocated between the loan sold and the mortgage servicing right retained. The basis assigned to the mortgage servicing right is amortized in proportion to and over the life of the net revenue anticipated to be received from servicing the loan. Mortgage servicing rights are valued at the lower of amortized cost or estimated fair value. Fair value is measured by stratifying the portfolio of loan servicing rights into groups of loans with similar risk characteristics. When the amortized cost of a group of loans exceeds the fair value, an allowance for impairment is recorded to reduce the value of the mortgage servicing rights to fair value. Fair value for each group of loans is determined quarterly by obtaining an appraisal from an independent third party. That appraisal is based on a modeling process in conjunction with information on recent sales of mortgage servicing rights. Some of the assumptions used in the modeling process are prepayment speeds, delinquency rates, servicing costs, periods to hold idle cash, returns currently available on idle cash, and a discount rate, which takes into account the current rate of return anticipated by holders of servicing rights. The process of determining the fair value of servicing rights involves a number of judgments and estimates including the way loans are grouped, the estimation of the various assumptions used by recent buyers and a projection of how those assumptions may change in the future. The most important variable in valuing servicing rights is the level of interest rates. Long-term interest rates are the primary determinant of prepayment speeds while short-term interest rates determine the return available on idle cash. The process of estimating the value of loan servicing rights is further complicated by the fact that short-term and long-term interest rates may change in a similar magnitude and direction or may change independent of each other. The following table indicates how changes in assumptions about the prepayment speeds in the mortgage loan servicing portfolio would affect the fair value of the portfolio, as of the date of the most recent outside quarterly evaluation date, May 31, 2006.

Fair Value of Mortgage Servicing Rights	$	19,369
Fair Value of Mortgage Servicing Rights assuming:
20% increase in prepayment speeds	$	17,851
40% increase in prepayment speeds	$	16,566

Loan prepayment speeds have varied significantly over the past three years and could continue to vary in the future. In addition, any of the other variables mentioned above could change over time. Therefore, the valuation of mortgage servicing rights is, and is expected to continue to be, a critical accounting policy where the results are based on estimates that are subject to change over time and can have a significant financial impact on the Company.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management and Market Risk

The Company, like other financial institutions, is subject to market risk. Market risk is the type of risk that occurs when a company suffers economic loss due to changes in the market value of various types of assets or liabilities. As a financial institution, the Company makes a profit by accepting and managing various risks such as credit risk and interest rate risk. Interest rate risk is the Company’s primary market risk. It is the risk that occurs when changes in market interest rates will result in a reduction in net interest income or net interest margin because interest-bearing assets and interest-bearing liabilities mature at different intervals and reprice at different times. Asset/liability management is the measurement and analysis of the Company’s exposure to changes in net interest income due to changes in interest rates. The objective of the Company’s asset/liability management function is to balance the goal of maximizing net interest income with the control of risks in the areas of liquidity, safety, capital adequacy and earnings volatility. In general, the Company’s customers seek loans with long-term fixed rates and deposit products with shorter maturities which creates a mismatch of asset and liability maturities. The Company’s primary strategy to counteract this mismatch is to sell the majority of long-term fixed rate loans within 45 days after they are closed. The Company manages this risk and other aspects of interest rate risk on a continuing basis through a number of functions including review of monthly financial results, rate setting, cash forecasting and planning, budgeting and an Asset/Liability Committee.

On a quarterly basis, the Asset/Liability Committee reviews the results of an interest rate risk model that forecasts changes in net interest income and net portfolio value (NPV), based on one or more interest rate scenarios. NPV is the market value of financial assets less the market value of financial liabilities. NPV is performed as of a single point in time and does not include estimates of future business volumes. The model combines detailed information on existing assets and liabilities with an interest rate forecast, loan prepayment speed assumptions and assumptions about how those assets and liabilities will react to changes in interest rates. These assumptions are inherently uncertain, and as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, customer product and term selection, magnitude and frequency of interest rate changes as well as differences in how interest rates change at various points along the yield curve.

The results below indicate how NPV would change based on various changes in interest rates. The projections are as of June 30, 2006, and a year earlier and are based on an instantaneous change in interest rates and assume that short-term and long-term rates change by the same magnitude and in the same direction.

Net Portfolio Value
Basis Point Change in Rates	June 30, 2006 Net Portfolio Value Ratio	June 30, 2005 Net Portfolio Value Ratio
+200	8.57%	9.01	%
+100	10.09%	10.02	%
Base	11.24%	10.76	%
-100	12.12%	11.10	%
-200	12.85%	11.49	%

The change in the NPV ratio is a long-term measure of what might happen to the market value of financial assets and liabilities over time if interest rates changed instantaneously and the Company did not change existing strategies. The actual results could be better or worse based on changes in interest rate risk strategies. The above results indicate the Company is exposed to a decline in NPV if rates rise and would realize an increase in NPV from falling rates. In addition the Company is in a position to gain more from falling rates and to lose more from rising rates than it was a year earlier. The results of the projections are within parameters established by the Board of Directors.

In addition to the risk of changes in net interest income, the Company is exposed to interest rate risk related to loans held for sale and loan commitments. This is the risk that occurs when changes in interest rates will reduce gains or result in losses on the sale of residential mortgage loans that the Company has committed to originate but has not yet contracted to sell. The Company hedges this risk by executing commitments to sell loans or mortgage-backed securities based on the volume of committed loans that are likely to close. Additionally, MSRs act as a hedge against rising rates, as they becomes more valuable in a rising rate environment, offsetting the decline in the value of loan commitments or loans held for sale in a rising rate environment.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Board of Directors and Shareholders

First Place Financial Corp.

Warren, Ohio

We have audited the accompanying consolidated statements of financial condition of First Place Financial Corp. as of June 30, 2006 and 2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Place Financial Corp. as of June 30, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the First Place Financial Corp.’s internal control over financial reporting as of June 30, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2006 expressed an unqualified opinion thereon.

Crowe Chizek and Company LLC

Cleveland, Ohio

August 25, 2006

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Consolidated Statements of Financial Condition

June 30,	2006			2005
	(Dollars in thousands, except share data)
ASSETS
Cash and due from banks	$	72,906		$	52,549
Interest-bearing deposits in other banks		4,605			—
Securities available for sale		302,994			296,314
Loans held for sale		154,799			145,053
Loans		2,350,784			1,831,121
Less, allowance for loan losses		22,319			18,266
Loans, net		2,328,465			1,812,855
Federal Home Loan Bank stock		32,616			30,621
Premises and equipment, net		35,485			21,367
Goodwill		88,009			55,076
Core deposit and other intangibles		17,405			15,282
Other assets		75,926			69,826
Total assets	$	3,113,210		$	2,498,943
LIABILITIES
Deposits
Noninterest bearing checking	$	224,738		$	235,840
Interest-bearing checking		140,752			110,774
Savings		242,178			195,203
Money market		511,482			441,134
Certificates of deposit		941,597			726,388
Total deposits		2,060,747			1,709,339
Securities sold under agreements to repurchase		44,013			36,946
Borrowings		603,906			455,206
Junior subordinated debentures owed to unconsolidated subsidiary trusts		61,857			30,929
Other liabilities		31,113			29,867
Total liabilities		2,801,636			2,262,287
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value, 3,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $.01 par value, 33,000,000 shares authorized; 18,114,673 shares issued		181			181
Additional paid-in capital		214,243			188,931
Retained earnings		116,757			101,878
Unearned employee stock ownership plan shares		(4,452	)		(5,045	)
Unearned recognition and retention plan shares		—			(1,134	)
Treasury stock, at cost, 681,228 shares at June 30, 2006 and 3,088,854 shares at June 30, 2005		(10,096	)		(44,638	)
Accumulated other comprehensive loss, net		(5,059	)		(3,517	)
Total shareholders’ equity		311,574			236,656
Total liabilities and shareholders’ equity	$	3,113,210		$	2,498,943

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Income

Years ended June 30,	2006			2005			2004
	(Dollars in thousands, except share data)
Interest income
Loans, including fees	$	134,936		$	107,103		$	71,899
Securities:
Taxable		12,298			12,773			12,050
Tax exempt		1,819			1,626			1,824
Total interest income		149,053			121,502			85,773
Interest expense
Deposits		44,256			29,852			25,239
Short-term borrowings		11,114			5,927			1,880
Long-term borrowings		15,269			13,711			10,486
Total interest expense		70,639			49,490			37,605
Net interest income		78,414			72,012			48,168
Provision for loan losses		5,875			3,509			4,896
Net interest income after provision for loan losses		72,539			68,503			43,272
Noninterest income
Service charges and fees on deposit accounts		5,505			5,238			2,752
Net (losses) gains on sale of securities		(943	)		91			480
Impairment of securities		—			(5,246	)		—
Net gains on sale of loans		5,922			5,853			8,481
Gain on sale of loan servicing rights		1,841			—			—
Loan servicing income		1,302			38			11
Other income – bank		7,408			7,024			4,123
Other income – nonbank subsidiaries		7,950			6,881			6,663
Total noninterest income		28,985			19,879			22,510
Noninterest expense
Salaries and employee benefits		32,654			29,575			21,704
Occupancy and equipment		10,089			9,699			6,483
Professional fees		2,816			2,780			1,695
Loan expenses		2,716			2,419			1,629
Marketing		2,005			2,314			1,235
Merger, integration and restructuring expense		2,173			—			2,175
Franchise taxes		1,407			1,115			1,766
Amortization of intangible assets		3,655			3,880			1,305
Other		10,635			9,764			7,425
Total noninterest expense		68,150			61,546			45,417
Income before income taxes		33,374			26,836			20,365
Provision for income taxes		10,330			7,898			6,214
Net income	$	23,044		$	18,938		$	14,151
Earnings per share:
Basic	$	1.58		$	1.32		$	1.11
Diluted	$	1.55		$	1.30		$	1.09

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Shareholders’ Equity

	Common Stock		Additional Paid-in Capital			Retained Earnings			Unearned ESOP Shares			Unearned RRP Shares			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
	(Dollars in thousands, except share data)
Balance at July 1, 2003	$	181	$	177,059		$	83,806		$	(6,219	)	$	(1,887	)	$	(66,452	)	$	(3,807	)	$	182,681
Comprehensive income:
Net income							14,151															14,151
Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects																			(5,365	)		(5,365	)
Loss on termination of interest rate swaps reclassified into income, net of tax																			1,675			1,675
Total comprehensive income																						10,461
Cash dividends declared ($.56 per share)							(6,916	)														(6,916	)
Commitment to release employee stock ownership plan shares (59,352 shares)				501						580												1,081
Commitment to release recognition and retention plan shares (50,812 shares)													682									682
Purchase of 385,900 shares of common stock																(6,815	)					(6,815	)
Stock options exercised (85,861 shares)				(180	)											1,189						1,009
Issuance of 2,155,727 shares of stock for Franklin Bancorp, Inc.				10,779												29,986						40,765
Stock issued as employee compensation (671 shares)				2												9						11
Tax benefit related to exercise of stock options				151																		151
Balance at June 30, 2004		181		188,312			91,041			(5,639	)		(1,205	)		(42,083	)		(7,497	)		223,110
Comprehensive income:
Net income							18,938															18,938
Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects																			2,465			2,465
Loss on termination of interest rate swaps reclassified into income, net of tax																			1,515			1,515
Total comprehensive income																						22,918
Cash dividends declared ($.56 per share)							(8,101	)														(8,101	)
Commitment to release employee stock ownership plan shares (59,352 shares)				581						594												1,175
Commitment to release recognition and retention plan shares (7,201 shares)				35									71									106
Purchase of 236,488 shares of common stock																(4,284	)					(4,284	)
Stock options exercised (120,943 shares)				(274	)											1,729						1,455
Tax benefit related to exercise of stock options				277																		277
Balance at June 30, 2005		181		188,931			101,878			(5,045	)		(1,134	)		(44,638	)		(3,517	)		236,656
Comprehensive income:
Net income							23,044															23,044
Change in unrealized gain (loss) on securities available for sale, net of reclassification and tax effects																			(2,350	)		(2,350	)
Loss on termination of interest rate swaps reclassified into income, net of tax																			808			808
Total comprehensive income																						21,502
Cash dividends declared ($.56 per share)							(8,165	)														(8,165	)
Commitment to release employee stock ownership plan shares (59,352 shares)				779						593												1,372
Reclassification of unearned RRP shares				(1,134	)								1,134									—
Commitment to release recognition and retention plan shares (3,020 shares)				52																		52
Stock options exercised (97,470 shares)				(245	)											1,409						1,164
Issuance of 2,288,798 shares of stock for acquisition of The Northern Savings & Loan Company				25,266												32,824						58,090
Issuance of 21,358 shares of stock for acquisition of Insurance Center of Warren Agency, Inc.				241												309						550
Stock option expense				113																		113
Tax benefit related to exercise of stock options				240																		240
Balance at June 30, 2006	$	181	$	214,243		$	116,757		$	(4,452	)	$	—		$	(10,096	)	$	(5,059	)	$	311,574

See accompanying notes to consolidated financial statements.

58

Consolidated Statements of Cash Flows

Years ended June 30,	2006			2005			2004
	(Dollars in thousands)
Cash flows from operating activities
Net income	$	23,044		$	18,938		$	14,151
Adjustments to reconcile net income to net cash from operating activities
Depreciation		2,788			3,140			2,481
Provision for loan losses		5,875			3,509			4,896
Provision (recovery) for impaired mortgage servicing rights		(517	)		341			(2,098	)
Amortization, net of accretion		8,719			5,859			3,928
Other than temporary impairment of securities		—			5,246			—
Securities losses (gains)		943			(91	)		(480	)
Proceeds from sales of loans and securitized loans held for sale		998,685			968,649			932,455
Originations of loans held for sale		(942,991	)		(974,059	)		(894,242	)
Gain on sale of loan servicing rights		(1,841	)		—			—
Gain on sale of loans held for sale		(5,623	)		(4,556	)		(6,968	)
Gain on sale of other loans		(299	)		(1,297	)		(1,513	)
Loss on disposal of fixed assets		110			48			29
Stock dividends and partnership earnings		(1,692	)		(1,734	)		(1,128	)
Employee stock ownership plan expense		1,372			1,175			1,081
Recognition and retention plan expense		52			106			682
Tax benefit from stock options exercised		—			277			151
Stock-based compensation		113			—			—
Increase in cash surrender value of bank owned life insurance		(1,151	)		(1,160	)		(818	)
Change in:
Other assets		(17,183	)		39,092			91,777
Other liabilities		(4,435	)		(4,773	)		1,324
Deferred loan fees		(943	)		(2,010	)		(2,456	)
Deferred taxes		—			(316	)		2,099
Net cash from operating activities		65,026			56,384			145,351
Cash flows from investing activities
Securities available for sale
Proceeds from sales		42,055			49,838			29,174
Proceeds from maturities, calls and principal paydowns		47,823			107,983			55,633
Purchases		(70,619	)		(77,706	)		(73,433	)
Net change in interest-bearing deposits in other banks		(4,605	)		43,901			34,134
Net change in loans		(314,924	)		(451,355	)		(306,721	)
Proceeds from sale of loans		10,734			30,238			55,594
Proceeds from sale of loan servicing rights		12,828			—			—
Premises and equipment expenditures, net		(10,291	)		(2,254	)		(2,643	)
Cash paid for The Northern Savings & Loan Company, net of cash acquired		(8,257	)		—			—
Cash paid for Insurance Center of Warren Agency, Inc., net of cash acquired		(503	)		—			—
Cash paid for Franklin Bancorp, Inc., net of cash acquired		—			—			7,312
Investment in nonbank affiliates		(276	)		(517	)		(1,252	)
Net cash from investing activities		(296,035	)		(299,872	)		(202,202	)

59

Consolidated Statements of Cash Flows (Continued)

	2006			2005			2004
Cash flows from financing activities
Net change in deposits	$	97,421		$	161,328		$	(37,511	)
Net change in short-term borrowings		97,479			57,680			58,751
Proceeds from long-term borrowings		104,375			50,000			58,850
Repayment of long-term borrowings		(72,076	)		(29,391	)		(5,981	)
Net proceeds from issuance of subordinated debt securities		30,928			—			30,608
Cash dividends paid		(8,165	)		(8,101	)		(6,916	)
Proceeds from stock options exercised		1,164			1,455			1,009
Tax benefit from stock options exercised		240			—			—
Purchase of treasury stock		—			(4,284	)		(6,815	)
Net cash from financing activities		251,366			228,687			91,995
Net change in cash and cash equivalents		20,357			(14,801	)		35,144
Cash and cash equivalents at beginning of year		52,549			67,350			32,206
Cash and cash equivalents at end of year	$	72,906		$	52,549		$	67,350
Supplemental cash flow information:
Cash payments of interest expense	$	68,983		$	46,779		$	34,747
Cash payments of income taxes		14,463			5,357			4,668
Supplemental noncash disclosures:
Stock portion of acquisition price of The Northern Savings & Loan Company		58,090			—			—
Stock portion of acquisition price of Insurance Center of Warren Agency, Inc.		550			—			—
Stock portion of acquisition price of Franklin Bancorp, Inc.		—			—			40,765
Loans securitized		91,037			145,276			93,459
Transfer of loans to other real estate		2,321			5,361			2,788
Transfer of loans from portfolio to loans held for sale		—			97,486			—
Transfer of loans from loans held for sale to portfolio		36,051			9,854			—

See accompanying notes to consolidated financial statements.

60

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Dollar amounts in thousands, except per share data.)

Principles of Consolidation:  The consolidated financial statements include the accounts of First Place Financial Corp. (the Company) and its wholly owned subsidiaries, First Place Bank (the Bank), The Northern Savings & Loan Company (Northern) and First Place Holdings, Inc. Northern was merged with First Place Bank effective July 25, 2006. Wholly owned subsidiaries of First Place Holdings, Inc. include First Place Insurance Agency, Ltd., APB Financial Group, Ltd., American Pension Benefits, Inc., Coldwell Banker First Place Real Estate, Ltd. and its subsidiary, First Place Referral Network, Ltd., and Title Works Agency, LLC, a 75% owned affiliate of First Place Holdings, Inc. The investments of the Company in its wholly owned subsidiaries, First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III, have been accounted for using the equity method based on their nature as trusts, which are special purpose entities. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Segments:  While the Company’s chief decision-makers monitor the revenue streams of the various Company products and services, the segments that could be separated from the Company’s primary business of banking are not material. Accordingly, all of the Company’s financial service operations are considered by management to be combined in one reportable operating segment.

Use of Estimates:  The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving the use of management’s estimates and assumptions include the allowance for loan losses, fair values of financial instruments, the realization of deferred tax assets, the identification and carrying value of impaired loans, the carrying value and amortization of intangibles, depreciation of premises and equipment, the carrying value of goodwill and the amortization and valuation of mortgage servicing assets. Actual results could differ from those estimates.

Cash Flows:  Cash and cash equivalents includes cash and due from banks. Net cash flows are reported for loans, deposits, interest-bearing deposits in other banks and short term borrowings.

Interest Bearing Deposits in Other Banks:  Interest bearing deposits in other banks mature within one week and are carried at cost.

Securities:  Securities are classified as held-to-maturity, available-for-sale, or trading on the date of purchase. The Company has no trading securities at this time. Securities are classified as held to maturity when the Company has both the ability and the positive intent to hold them until maturity, and they are carried at amortized cost. Securities are classified as available-for-sale when they may be sold before maturity. They are carried at fair value with unrealized gains and losses, net of tax, reported in other comprehensive income. The fair value of a security is based on quoted market prices. If quoted prices are not available, fair value is determined based on quoted prices of similar investments.

Gains and losses on sales are based on the amortized cost of the security sold using the specific identification method. Purchases and sales are recognized on the trade date. Interest income includes amortization of premiums and accretion of discounts arising at the time of purchase or as the result of a business combination. Premiums are amortized and discounts are accreted using the level yield method including estimated prepayments for mortgage-backed securities and collateralized mortgage obligations. Available-for-sale and held-to-maturity securities are reviewed quarterly for impairment in value. In performing this review management considers (1) the length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer and (3) the Company’s ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the

61

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

security is written down, establishing a reduced cost basis and the related charge is recorded as a realized loss in the income statement.

Loans Held for Sale: Loans held for sale consist of residential mortgage loans originated for sale and other loans which have been identified for sale. These loans are carried on the books at the lower of cost or fair value, determined in the aggregate. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan origination fees and costs and any premiums or discounts arising at the time of purchase or due to a business combination.

Interest income is reported on the accrual method and includes amortization of premiums, discounts and net deferred loan fees and costs over the loan term using the level-yield method. Recognition of accrued interest income is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on nonaccrual status all accrued and unpaid interest is charged against interest income. Subsequently, interest received on such loans is accounted for on the cash-basis or cost-recovery method, until those loans qualify for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses: The allowance for loan losses represents management’s estimate of probable incurred losses in the portfolio based on factors such as historical loss experience, the nature and volume of the portfolio, loan concentrations, specific problem loans and current economic conditions. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term. A provision for loan losses is charged to operations based on management’s periodic evaluation of factors previously mentioned. Loan charge-offs are deducted from the allowance, and subsequent recoveries are added. Loan losses are charged off against the allowance when management believes that the full collectibility of the loan is unlikely. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, is deemed to be uncollectible.

A loan is impaired when full payment under the terms of the loan is no longer expected. Commercial and commercial real estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are not individually evaluated for impairment. However, they are considered in determining the appropriate level of the allowance for loan losses.

Acquired Loans: Acquired loans are accounted for in accordance with AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities acquired in a Transfer. This statement became effective for the Company on July 1, 2005. It requires that acquired loans, including debt securities with credit weaknesses be recorded at fair value and prohibits the use of valuation allowances when the asset is initially recorded. It also limits the yield that may be accreted to the excess of the undiscounted expected cash flows over the initial investment in the asset. The adoption of this statement did not have any material impact on the Company’s financial position or results of operations.

Federal Home Loan Bank Stock: The Bank and Northern are members of the Federal Home Loan Bank system. As members they are required to hold certain minimum levels of common stock in the Federal Home Loan Bank based on borrowing levels and other factors. The stock arises from required purchases or stock dividends on

62

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

previously owned stock and is carried on the books at par value. Both cash and stock dividends are reported as income. The stock is restricted and excess stock beyond the amount required to be held may only be sold back to the Federal Home Loan Bank at times and in amounts that they approve. Historically, the redemption value has been equal to par value. The stock is periodically reviewed for impairment.

Foreclosed Assets: Assets acquired through foreclosure or received from the borrower in full or partial settlement of a loan obligation are initially recorded at the lower of the loan balance or fair value less estimated selling costs, establishing a new cost basis. If fair value declines after the asset is acquired, a valuation allowance is recorded through expense. Costs to carry foreclosed assets after acquisition are expensed as incurred.

Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. For tax purposes, depreciation on certain assets is calculated using accelerated methods. The estimated useful lives are based on the asset type and range from three to ten years for furniture fixtures and equipment and fifteen to forty years on buildings and improvements to land and buildings. Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. Maintenance and repair of premises and equipment are charged to expense as incurred.

Securitizations: The Company may, from time to time, securitize loans in order to gain access to a broader range of buyers of interests in loans. Historically, mortgage loans have been securitized with a third party. The securitization is recorded as a sale when control has been relinquished, with a gain or loss recorded on the sale. The gain or loss is calculated based on the cash received compared to the carrying value of the assets transferred. If some interests, such as servicing assets and cash reserve accounts, are retained, the carrying value of assets sold and assets or liabilities retained is allocated to each based on fair value at sale date. Fair values are based on market quotes or on the present value of future expected cash flows using estimates of credit losses, prepayment rates, interest rates and discount rates. Cash flows are estimated using the Public Securities Association’s (PSA) standard prepayment model. If the securitization and the sale take place simultaneously, the gain or loss is classified as a gain on the sale of loans. If the securities are retained and subsequently sold, the gain or loss is classified as a gain or loss on the sale of securities.

Mortgage Servicing Assets: Mortgage servicing assets represent the allocated value of retained servicing rights on loans sold. When loans are sold or securitized and the servicing rights are retained, those rights are valued by allocating the book value of the loans between the loans or securities and the servicing rights based on the relative fair value of each. The fair value of the servicing right is determined by comparison with the market values of similar servicing rights or alternatively through the use of a valuation model. When a valuation model is used the model includes assumptions as to loan prepayment speeds, the current short-term earning rate on idle cash, delinquency rates, servicing costs and a discount rate which takes into account the current rate of return anticipated by holders of servicing rights. Servicing assets are included in other assets and are amortized in proportion to, and over the period of, estimated net servicing revenues. Servicing fee revenue is typically based on a percentage of the outstanding principal balance or a fixed amount per loan and is recognized monthly on a cash basis when deducted from funds collected on the loan. Loan servicing income is the total of fees collected net of amortization of servicing rights and charges or credits to record or reverse impairment of servicing rights.

Servicing assets are stated at the lower of cost or fair value which is determined by a grouping of servicing assets by risk factors. Risk factors can include factors such as the current rate of interest, the term of the loan, the variability of the interest rate over the life of the loan or the type of collateral. Fair value is determined quarterly by the use of an independent third party appraisal. Any impairment of a grouping is reported as a valuation allowance and charged

63

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

against loan servicing income. If impairment in a particular grouping no longer exists in a future period, the valuation allowance is reversed and the servicing rights are restored to the original allocated basis less amortization.

Sales of servicing rights are recognized on the accrual basis as long as title has passed, the risks and rewards of ownership have been transferred to the buyer and any contingencies in the sale are minor and can be reasonably estimated.

Bank Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at its cash surrender value, which represents the amount that can be realized.

Goodwill and Other Intangible Assets: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized in the period identified. Identified purchased intangibles, primarily core deposits, are recorded at cost and amortized over their estimated lives of four to ten years.

Treasury Stock: Management utilizes stock repurchases as a component of its strategy to invest capital after consideration of market and economic factors, the effect on shareholder dilution, adequacy of capital, effect on liquidity and an assessment of alternative returns. The purchases are made in open market transactions or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission (SEC), and are recorded at cost. Shares repurchased by the Company may be used to meet the Company’s requirements for common shares under its dividend reinvestment plan, stock option or other stock based plans and for general corporate purposes such as expansion or acquisitions. Purchases are recorded at actual historical cost. Shares reissued are accounted for based on the average cost of treasury shares.

Derivative Instruments and Hedging Activities: All derivative instruments are recorded at their fair values. Derivatives that serve the economic purpose of a hedge may or may not be designated as a hedge for accounting purposes. A derivative used as a an economic hedge but not designated as a hedge for accounting purposes will not have any impact on the accounting for the related asset or liability. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of hedges are reflected in income as they occur. If a hedge of fair values is dedesignated, the fair value adjustment of the hedged item is generally accounted for as a yield adjustment over its remaining life. If a hedge of cash flows is dedesignated, the fair value adjustment in accumulated other comprehensive income, depending upon the dedesignation circumstances, is either included currently in earnings or reclassified to earnings over the remaining term of the originally designated hedging relationship.

The Company routinely issues commitments to make loans as a part of its residential lending program. These commitments are considered derivatives. The Company also enters into commitments to sell loans to mitigate the risk that the market value of residential loans may decline between the time the rate commitment is issued to the customer and the time the company contracts to sell the loan. These commitments and sales contracts are also derivatives. Both types of derivatives are recorded at fair value. Sales contracts and commitments to sell loans are not designated as hedges of the fair value of loans held for sale. Fair value adjustments related to derivatives are recorded in current period earnings as an adjustment to net gains on sale of loans.

Stock Compensation: Prior to July 1, 2005, the Company accounted for stock-based compensation expense using the intrinsic value method as required by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued

64

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

to Employees” and as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation.” No compensation cost for stock options was reflected in net income for fiscal year 2005, as all options granted had an exercise price equal to the market price of the underlying common stock at date of grant.

On July 1, 2005, the Company adopted SFAS No. 123(R) (revised version of SFAS No. 123) which requires measurement of compensation cost for all stock-based awards to be based on the grant-date fair value and recognition of compensation cost over the service period of stock-based awards, which is usually the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation methodology previously utilized for options in footnote disclosures required under SFAS No. 123. The fair value of stock grants has been and will continue to be based on the market value of the stock at the date of grant. The Company has adopted SFAS No. 123(R) using the modified prospective method, which provides for no retroactive application to prior periods and no cumulative adjustment to equity accounts. It also provides for expense recognition, for both new and existing stock-based awards, as the required services are rendered. SFAS No. 123(R) also amends SFAS No. 95, “Statement of Cash Flows,” and requires tax benefits relating to excess stock-based compensation deductions to be presented in the statement of cash flows as financing cash inflows. In accordance with SFAS No. 123(R), unearned compensation related to the Recognition and Retention Plan has been reclassified to additional paid-in-capital.

On March 29, 2005, the SEC published Staff Accounting Bulletin No. 107 (SAB 107), which expressed the views of the Staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provided the Staff’s views regarding the valuation of stock-based payment arrangements for public companies. SAB 107 requires that stock-based compensation be classified in the same expense category as cash compensation. Accordingly, the Company has included stock-based compensation expense in salaries and employee benefits in the condensed consolidated statements of income.

The adoption of SFAS No. 123(R) had the following impact on reported amounts compared with amounts that would have been reported using the intrinsic value method under previous accounting.

	2006
	Using Previous Accounting		SFAS 123(R) Adjustments			As Reported
Income before income taxes	$	33,487	$	(113	)	$	33,374
Income taxes		10,330		—			10,330
Net income	$	23,157	$	(113	)	$	23,044
Basic earnings per share	$	1.59	$	(0.01	)	$	1.58
Diluted earnings per share	$	1.56	$	(0.01	)	$	1.55

65

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

The following tables illustrate the effect on net income and earnings per share if expense had been measured using the fair value recognition provisions of SFAS No. 123(R) for the years ending June 30:

	2005
	As Reported		Pro Forma Adjustments			Pro Forma as if Under SFAS 123(R)
Income before income taxes	$	26,836	$	(180	)	$	26,656
Income taxes		7,898		—			7,898
Net income	$	18,938	$	(180	)	$	18,758
Basic earnings per share	$	1.32	$	(0.01	)	$	1.31
Diluted earnings per share as reported	$	1.30	$	(0.01	)	$	1.29

	2004
	As Reported		Pro Forma Adjustments			Pro Forma as if Under SFAS 123(R)
Income before income taxes	$	20,365	$	(609	)	$	19,756
Income taxes		6,214		—			6,214
Net income	$	14,151	$	(609	)	$	13,542
Basic earnings per share	$	1.11	$	(0.05	)	$	1.06
Diluted earnings per share as reported	$	1.09	$	(0.05	)	$	1.04

The fair value of stock options granted during fiscal 2006, 2005 and 2004 was determined at the date of grant using the Black-Scholes option-pricing model and the following assumptions:

	2006		2005		2004
Expected average risk-free interest rate	4.36	%	4.00	%	4.00	%
Expected average life (in years)	5.06		10.00		9.00
Expected volatility	24.33	%	21.90	%	21.89	%
Expected dividend yield	2.79	%	2.86	%	2.90	%

The expected average risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected average life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules, historical exercise and forfeiture patterns. Expected volatility is based on historical volatilities of the Company’s common stock. The expected dividend yield is based on historical information.

Employee Stock Ownership Plan: The cost of shares issued to the Employee Stock Ownership Plan (ESOP), but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce shareholders’ equity; dividends on unallocated ESOP shares reduce debt and accrued interest.

Income Taxes: The Company records income tax expense based on the amount of tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, would reduce deferred tax assets to the amounts expected to be realized.

66

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

Earnings Per Share: Basic earnings per common share is net income divided by the weighted average number of shares outstanding during the period. ESOP shares are considered outstanding for this calculation unless unearned. Recognition and Retention Plan (RRP) shares are considered outstanding as they become vested. Diluted earnings per share include the dilutive effect of RRP shares and the additional potential shares issuable under stock options using the treasury stock method.

Commitments, Contingencies and Guarantees: Financial instruments include instruments with off-balance-sheet credit risk, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount of these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded in the financial statements when they are funded or the related fees are incurred or received.

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are any unrecorded loss contingencies that will have a material effect on the financial statements.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, changes in the fair value of cash flow hedges and reclassification of losses from terminated cash flow hedges which are also recognized as separate components of equity. Realized gains or losses are reclassified into income.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Effect of Recent Accounting Pronouncements: On March 9, 2004, the SEC issued Staff Accounting Bulletin (SAB) 105, “Application of Accounting Principles to Loan Commitments” stating that the fair value of loan commitments accounted for as a derivative instrument under Statement of Financial Accounting Standards No. 133 should not consider expected future cash flows related to servicing of the future loan. SAB 105 was effective for loan commitments accounted for as derivatives entered into after March 31, 2004. The Company adopted the provision of SAB 105 as of April 1, 2004. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In March 2004, the Emerging Issues Task Force (EITF) arrived at a Consensus regarding EITF 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments. In November 2005, the Financial Accounting Standards Board issued Staff Position (SP) 115-1. This SP provides additional guidance on when an investment in a debt or equity security should be considered impaired and when that impairment should be considered other-than-temporary and recognized as a loss in earnings. The guidance clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. The SP also requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Management does not believe that these recent decisions of the EITF have had or will have a significant impact on accounting for the Company’s investments.

In May 2005, the Financial Accounting Standards Board Issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections. This statement changes the requirements for the accounting for and reporting of a change in accounting principle. It is effective for fiscal years beginning after December 15, 2005

67

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and will apply to the Company effective July 1, 2006. Management believes that the adoption of this pronouncement will not have a material impact on the Company’s consolidated financial statements.

In February, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments. This statement clarifies the treatment of derivatives that are freestanding or embedded as part of a beneficial interest in a securitized financial asset. This statement will be effective July 1, 2007. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements.

In March, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets. This statement allows the entity to choose the amortization method or the fair value method to account for each class of servicing asset or liability. In addition, this statement also specifies that servicing rights will be recorded at fair value rather than an allocation of the relative fair values of the loan that is sold and the servicing right that is retained. This statement will be effective July 1, 2007 unless the company elects early adoption in which case it would be effective July 1, 2006. The Company does not plan to adopt this statement early. If the company adopts this pronouncement and elects to account for all servicing assets and liabilities according to the amortization method, it would not change the current treatment of accounting for servicing rights and therefore would have no impact on the consolidated financial statements. The change in recording the initial value of servicing rights at fair value will not have a material impact on the consolidated financial statements.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 106 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition and measurement threshold for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will be effective July 1, 2007. The Company has not completed its evaluation of the impact of the adoption of FIN 48.

Reclassifications: Certain items in the prior year financial statements were reclassified to conform to the current presentation.

68

Notes to Consolidated Financial Statements

NOTE 2 - ACQUISITION

On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio. As of that date the Company recorded the purchase of Northern for $71.0 million, including $12.9 million in cash and 2.289 million shares of the Company’s common stock valued at $58.1 million. These amounts are subject to minor adjustments due to the contractual procedures to allocate stock and cash to the Northern shareholders. The acquisition was accounted for as a purchase and the results of operations of Northern have been included in the consolidated financial statements since the acquisition date. The Bank and Northern were merged into one entity effective July 25, 2006. The following table presents the allocation of the acquisition cost of Northern to the assets and liabilities assumed based on their fair values:

Cash and interest-bearing deposits in other banks	$	5,751
Securities available for sale		25,951
Loans, net		277,559
Premises and equipment		6,600
Core deposit and other intangible assets		5,750
Goodwill		31,655
Other assets		6,454
Total assets		359,720
Deposits		253,987
Borrowings		26,687
Other liabilities		6,946
Total liabilities		287,620
Net assets acquired	$	72,100

The acquisition cost of Northern included $71.0 million payable to Northern shareholders, $0.9 million in acquisition costs and $0.2 million from a previous investment in Northern’s common stock. The Company recorded $2,173 of merger, integration and restructuring charges related to the acquisition. Included are compensation and other employee related costs of $915, data processing conversion expense of $300, and professional fees and other conversion costs of $958. Of those costs, $1,269 was paid prior to June 30, 2006. The Company anticipates that the remainder will be funded during fiscal 2007.

The following (unaudited) pro forma information was computed as if the acquisition had occurred as of July 1, 2004. This pro forma information includes adjustments due to recognition of fair value adjustments of Northern’s assets and liabilities in the income statement including amortization of premiums and discounts of loans and securities, term deposits and borrowings, amortization of intangibles and depreciation. The intangibles are being amortized over seven years. This pro forma information is not necessarily indicative of the results of operations as they would have been had the transaction taken place on July 1, 2004.

	Year ended June 30,
	2006		2005
Net interest income	$	89,473	$	82,542
Provision for loan losses		6,640		3,509
Noninterest income		29,508		20,491
Noninterest expense		78,533		69,270
Net income	$	23,013	$	21,206
Basic earnings per share	$	1.37	$	1.27
Diluted earnings per share	$	1.34	$	1.25

On May 28, 2004, the Company acquired Franklin Bancorp, Inc., (Franklin), a bank holding company headquartered in Southfield, Michigan, and its wholly owned subsidiary, Franklin Bank N.A. Franklin shareholders received $80.6 million for their common stock, including $39.8 million in cash and 2.156 million shares of the Company’s common stock valued at $40.8 million. In addition, holders of options on Franklin’s common stock received $1.7 million in cash in settlement of the options.

69

Notes to Consolidated Financial Statements

NOTE 2 - ACQUISITION (continued)

The acquisition was accounted for as a purchase and the results of operations of Franklin have been included in the consolidated financial statements since the acquisition date. Concurrent with the merger, Franklin Bank N.A. converted to a federally chartered savings association and changed its name to Franklin Bank. The Bank and Franklin Bank were merged into one entity effective July 2, 2004.

NOTE 3 - SECURITIES

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) at June 30, were as follows:

	2006
	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
Debt securities
U. S. Government agencies and other government sponsored enterprises	$	73,871	$	19	$	(1,472	)
Obligations of states and political subdivisions		41,582		216		(594	)
Trust preferred securities		17,938		511		(31	)
Mortgage-backed securities and collateralized mortgage obligations		112,549		176		(3,478	)
Total		245,940		922		(5,575	)
Equity securities
Common stock and partnership interests		3,845		372		—
Fannie Mae and Freddie Mac preferred stock		19,643		1,788		(91	)
Mutual funds		33,566		—		(1,511	)
Total		57,054		2,160		(1,602	)
Total securities	$	302,994	$	3,082	$	(7,177	)

	2005
	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
Debt securities
U. S. Government agencies and other government sponsored enterprises	$	102,878	$	164	$	(669	)
Obligations of states and political subdivisions		25,128		690		(21	)
Trust preferred securities		17,786		376		—
Mortgage-backed securities and collateralized mortgage obligations		97,418		973		(475	)
Total		243,210		2,203		(1,165	)
Equity securities
Common stock and partnership interests		2,916		84		—
Fannie Mae and Freddie Mac Preferred stock		17,443		90		(593	)
Mutual funds		32,745		—		(1,066	)
Total		53,104		174		(1,659	)
Total securities	$	296,314	$	2,377	$	(2,824	)

70

Notes to Consolidated Financial Statements

NOTE 3 - SECURITIES  (continued)

Proceeds, realized gains, losses and impairment charges for available for sale securities were as follows:

	2006		2005		2004
Proceeds	$	42,055	$	49,838	$	29,174
Gross gains		—		336		480
Gross losses		943		245		—
Impairment charges		—		5,246		—

The estimated fair value of debt securities available for sale by contractual maturity at June 30, 2006 are summarized in the following table. Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

	Fair Value
Debt securities available for sale
Due in one year or less	$	16,597
Due after one year through five years		71,833
Due after five years through ten years		6,420
Due after ten years		38,541
		133,391
Mortgage-backed securities and collateralized mortgage obligations		112,549
Total	$	245,940

Debt and mortgage-backed securities with a fair value of $204,201 and $197,585 as of June 30, 2006 and 2005 were pledged to secure public deposits, repurchase agreements, borrowings from the Federal Home Loan Bank and for other purposes as required or permitted by law.

Securities with continuous unrealized losses at June 30, 2006 are as follows:

	Less than 12 months					12 months or more					Total
Description of securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U. S. Government agencies and other government sponsored enterprises	$	23,984	$	(363	)	$	41,547	$	(1,109	)	$	65,531	$	(1,472	)
Trust preferred securities		1,969		(31	)		—		—			1,969		(31	)
Obligations of states and political subdivisions		16,911		(383	)		5,447		(211	)		22,358		(594	)
Mortgage-backed securities and collateralized mortgage obligations		56,601		(1,506	)		34,764		(1,972	)		91,365		(3,478	)
Fannie Mae and Freddie Mac preferred stock		969		(91	)		—		—			969		(91	)
Mutual funds		—		—			33,209		(1,511	)		33,209		(1,511	)
Total	$	100,434	$	(2,374	)	$	114,967	$	(4,803	)	$	215,401	$	(7,177	)

Unrealized losses on debt and equity securities as of June 30, 2006 have not been recognized into income because the issuer’s securities are of high credit quality (rated AA or higher), management has the intent and ability to hold for the foreseeable future, and the unrealized losses are largely attributable to changes in market interest rates. During fiscal 2006 both short-term and long-term interest rates increased which resulted in an increase in the unrealized loss on fixed rate securities. The fair value is expected to recover as the securities approach their maturity date and/or as market interest rates change. The unrealized loss on mutual funds increased during fiscal 2006 as these funds invest primarily in adjustable rate mortgage loans and the yield on these funds lags market yields in a period of rising rates such as fiscal 2006. The fair value of these funds is expected to recover when interest rates stabilize or begin to decline.

71

Notes to Consolidated Financial Statements

NOTE 3 - SECURITIES  (continued)

Securities with continuous unrealized losses at June 30, 2005 were as follows:

	Less than 12 months					12 months or more					Total
Description of securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U. S. Government agencies and other government sponsored enterprises	$	60,873	$	(551	)	$	4,881	$	(118	)	$	65,754	$	(669	)
Trust preferred securities		—		—			—		—			—		—
Obligations of states and political subdivisions		1,337		(5	)		1,164		(16	)		2,501		(21	)
Mortgage-backed securities and collateralized mortgage obligations		25,285		(125	)		28,540		(350	)		53,825		(475	)
Fannie Mae and Freddie Mac preferred stock		14,984		(593	)		—					14,984		(593	)
Mutual funds		—		—			32,426		(1,066	)		32,426		(1,066	)
Total	$	102,479	$	(1,274	)	$	67,011	$	(1,550	)	$	169,490	$	(2,824	)

In December 2004, the Company recorded an other-than-temporary charge for the impairment of certain Fannie Mae and Freddie Mac preferred stocks, held in the available for sale portfolio, in the amount of $5,246, pretax. The Company recorded the charge because the market value of the stock declined significantly in the quarter ended December 31, 2004, following several negative announcements by Fannie Mae and Freddie Mac involving regulatory actions, earnings restatements and management turnover. The Company concluded that these events made the likelihood of future price appreciation less certain in the near term and would extend the time period for a recovery of the Company’s investment cost beyond previous estimates.

NOTE 4 - LOANS

Loans at year-end were as follows:

	2006		2005
1-4 family residential real estate loans:
Permanent financing	$	950,133	$	643,617
Construction		173,778		162,677
Total		1,123,911		806,294
Commercial loans:
Commercial real estate		429,694		396,206
Multifamily		106,999		87,712
Commercial		243,945		152,779
Construction		75,491		79,206
Total		856,129		715,903
Consumer loans		370,744		308,924
Total loans	$	2,350,784	$	1,831,121

Total loans include net deferred loan costs of $4,033 at June 30, 2006 and $3,090 at June 30, 2005.

72

Notes to Consolidated Financial Statements

NOTE 4 - LOANS (continued)

Activity in the allowance for loan losses was as follows:

	2006			2005			2004
Beginning balance	$	18,266		$	16,528		$	9,603
Provision for loan losses		5,875			3,509			4,896
Acquisition		525			—			4,506
Loans charged-off		(3,122	)		(3,242	)		(3,073	)
Recoveries		775			1,471			596
Ending balance	$	22,319		$	18,266		$	16,528

Impaired loans were as follows:

	2006		2005
Year-end loans with no allocated allowance for loan losses	$	—	$	—
Year-end loans with allocated allowance for loan losses		2,797		3,374
Total	$	2,797	$	3,374
Amount of the allowance for loan losses allocated	$	844	$	2,053

	2006		2005		2004
Average of impaired loans during the year	$	1,851	$	1,831	$	1,086
Interest income recognized during impairment	$	194	$	82	$	105
Cash-basis interest income recognized	$	172	$	82	$	67

Nonperforming loans were as follows:

	2006		2005
Nonaccrual loans	$	16,210	$	11,993
Troubled debt restructuring		561		612
Total nonperforming loans	$	16,771	$	12,605

There were no loans past due over 90 days still on accrual as of June 30, 2006 or 2005.

Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. For loans classified as nonperforming for the years ended June 30, 2006, 2005 and 2004 the contractual interest due and actual interest recognized on those loans is presented in the table below.

	2006		2005		2004
Contractual interest due	$	1,249	$	848	$	2,154
Actual interest recognized	$	331	$	316	$	723

There were no loans acquired in connection with the Northern acquisition that had credit weaknesses which required the recording of a nonaccreatable discount in accordance with the AICPA’s Statement of Position 03-3.

73

Notes to Consolidated Financial Statements

NOTE 5 - MORTGAGE SERVICING ASSETS

Following is a summary of mortgage servicing assets at June 30:

	2006			2005			2004
Servicing rights:
Beginning of year	$	21,013		$	15,343		$	7,051
Additions		10,990			10,639			11,277
Sale of servicing rights		(10,987	)		—			—
(Increase) decrease in valuation allowance		517			(341	)		2,098
Amortized to expense		(5,366	)		(4,628	)		(5,083	)
End of year	$	16,167		$	21,013		$	15,343

The fair value of mortgage servicing rights was $19,986 at June 30, 2006 and $23,126 at June 30, 2005

	2006			2005			2004
Valuation allowance:
Beginning of year	$	675		$	334		$	2,432
Additions expensed		94			380			604
Reductions credited to expense		(611	)		(39	)		(2,702	)
Sale of servicing rights		(47	)		—			—
End of year	$	111		$	675		$	334

Loans serviced for others, which are not reported as assets, totaled $1,627,595 and $2,100,689 at June 30, 2006 and 2005. Noninterest-bearing deposits included $16,528 and $14,668 of custodial account deposits related to loans serviced for others as of June 30, 2006 and 2005.

74

Notes to Consolidated Financial Statements

NOTE 6 - SECURITIZATIONS

Periodically the Company will securitize residential real estate loans in order to gain access to a larger number of buyers than it would normally have for the sale of whole loans. During 2006, 2005, 2004 and at times in the past, the Company has securitized loans, sold the securities and retained the right to service those loans. For each securitization the issuer of the security has been an independent third party. Information on those securitizations follows.

	2006			2005			2004
Securitization activity during the year ended June 30:
For new securitizations during the year
Principal balance of loans securitized	$	91,037		$	145,276		$	93,458
Principal balance of securitized assets sold		91,037			145,276			93,458
Initial value of loan servicing asset retained		906			1,444			910
Gain on sale of securitized assets		91			1,076			1,693
Assumptions to determine fair value of servicing asset retained:
Discount rate		14.0-14.5	%		9.5-14.5	%		9.5-10.5	%
Prepayment rate		325-625 PSA			250-600 PSA			300-675 PSA
Anticipated delinquency		6.23	%		6.15	%		6.50	%
Weighted average expected life in months		25-55			30-160			25-105
Activity related to all securitizations interests
Charge-offs, net of recoveries for securitized loans	$	—		$	—		$	—
Servicing revenue from securitized loans		699			483			335
Securitization information at June 30:
Current principal balance of loans securitized	$	279,536		$	241,485		$	137,288
Balance of securities still owned		—			—			—
Fair value of loan servicing asset retained		2,471			2,311			1,440
Loans delinquent 30 days or more		3,761			2,579			850
Assumptions to determine fair value of servicing asset retained:
Discount rate		9.5-14.5	%		9.5-14.5	%		9.5-10.0	%
Prepayment rate		275-900 PSA			250-600 PSA			300-600 PSA
Anticipated delinquency		6.30	%		6.15	%		6.50	%
Weighted average expected life in months		15-65			30-160			25-105

The fair value of loan servicing assets retained can change significantly over time as the underlying assumptions used in the valuation change. The following table is a projection of how the fair value of servicing rights would change based on two magnitudes of adverse changes in each of the key assumptions used in the valuation. These projections are hypothetical and should be used with caution. They project only one change in one variable at a time. Extrapolation of these results beyond the assumptions indicated may not produce meaningful results. All variables are dynamic, are subject to change at any time, and may interrelate so that movement in one may cause movement in another.

Projected value of loan servicing asset under various adverse alternative assumptions as of June 30:

	2006		2005
1% added to discount rate	$	2,425	$	2,261
2% added to discount rate		2,381		2,213
10% increase in PSA prepayment speed used		2,359		2,208
20% increase in PSA prepayment speed used		2,259		2,116
10% increase in delinquency rate		2,469		2,320
20% increase in delinquency rate		2,466		2,330

75

Notes to Consolidated Financial Statements

NOTE 7 - PREMISES AND EQUIPMENT

Following is a summary of premises and equipment:

	2006			2005
Land and improvements	$	7,659		$	5,994
Buildings and improvements		21,327			14,869
Leasehold improvements		2,535			2,235
Furniture and equipment		15,885			14,245
Construction in process		6,879			128
		54,285			37,471
Less: Accumulated depreciation		(18,800	)		(16,104	)
	$	35,485		$	21,367

Depreciation expense totaled $2,788, $3,140 and $2,481 for 2006, 2005 and 2004 respectively.

The Company’s subsidiaries have entered into a number of noncancelable lease agreements with respect to premises. Following is a summary of future minimum rental payments under operating leases that have initial or remaining noncancelable terms in excess of one year as of June 30, 2006:

2007	$	2,549
2008		2,023
2009		1,625
2010		971
2011		311
Thereafter		3,166
	$	10,645

Rent expense for cancelable and noncancelable agreements totaled $2,498, $2,237 and $972 for 2006, 2005 and 2004.

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

GOODWILL

The change in the carrying amount of goodwill for the year ended June 30 is as follows:

	2006		2005
Beginning balance	$	55,076	$	55,348
Goodwill acquired during the year		32,933		269
Adjustment for Franklin Bancorp, Inc. goodwill		—		(541	)
Ending balance	$	88,009	$	55,076

76

Notes to Consolidated Financial Statements

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS  (continued)

The adjustment of the Franklin Bancorp, Inc, goodwill during fiscal 2005 represents an adjustment of the liability for Federal income taxes after final returns were filed.

ACQUIRED INTANGIBLE ASSETS

Activity in intangibles for the year ended June 30, 2006 was as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Value
Balance as of June 30, 2005	$	23,027	$	(7,745	)	$	15,282
Intangible assets acquired		5,778		(4	)		5,774
Amortization of intangible assets		—		(3,651	)		(3,651	)
Balance as of June 30, 2006	$	28,805	$	(11,400	)		17,405

Aggregate amortization expense was $3,655, $3,880 and $1,305, for 2006, 2005 and 2004 respectively.

Estimated amortization expense for each of the next five years:

2007	$	4,207
2008		3,825
2009		2,512
2010		2,205
2011		1,904
Thereafter		2,752
	$	17,405

NOTE 9 - INTEREST BEARING DEPOSITS

At June 30, 2006, scheduled maturities of certificate of deposits are as follows:

2007	$	682,313
2008		168,227
2009		55,683
2010		22,605
2011		11,985
Thereafter		784
	$	941,597

At June 30, 2006, scheduled maturities of certificate of deposits of $100 or more are as follows:

Three months or less	$	82,555
Over three through six months		91,703
Over six through twelve months		107,372
Over twelve months		82,220
Total	$	363,850

77

Notes to Consolidated Financial Statements

NOTE 9 - INTEREST BEARING DEPOSITS  (continued)

The certificates of deposit of $100 or more summarized above include $76,746 of brokered deposits at June 30, 2006. The Company also had $845 of brokered deposits with balances less than $100 at June 30, 2006.

NOTE 10 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase consisted of the following as of June 30:

	2006				2005
	Amount		Weighted Average Rate		Amount		Weighted Average Rate
Short-term	$	29,513	2.60	%	$	14,196	2.16	%
Long-term maturing in:
September 2006		—	—			8,250	3.03	%
September 2007		7,500	3.56	%		7,500	3.56	%
September 2008		7,000	4.01	%		7,000	4.01	%
Subtotal		14,500	3.78	%		22,750	3.51	%
Total	$	44,013	2.99	%	$	36,946	2.99	%

Securities sold under agreements to repurchase are secured primarily by mortgage-backed securities with a fair value of approximately $48,250 at June 30, 2006 and $39,267 at June 30, 2005. Securities sold under agreements to repurchase are typically held by an independent third party when they are for retail customers and are delivered to the counterparty when they are wholesale borrowings with brokerage firms. At maturity, the securities underlying the agreements are returned to the Company.

Information concerning short-term securities sold under agreements to repurchase is as follows:

	2006			2005			2004
Average daily balance during the year	$	23,006		$	9,439		$	7,89
Average interest rate during the year		2.47	%		1.77	%		1.08	%
Maximum month-end balance during the year	$	29,513		$	14,724		$	10,346

NOTE 11 - BORROWINGS

Following is a summary of borrowings at June 30:

	2006				2005
	Amount		Weighted Average Rate		Amount		Weighted Average Rate
Short-term borrowings
Federal Home Loan Bank	$	354,674	5.31	%	$	248,097	3.38	%
Long-term borrowings
Federal Home Loan Bank
2006		—	—			20,175	5.06	%
2007		24,897	2.84	%		21,375	2.61	%
2008		31,375	4.56	%		4,375	3.46	%
2009		83,000	5.07	%		28,500	5.54	%
2010		77,141	4.74	%		75,000	4.76	%
2011		21,286	5.09	%		31,474	4.20	%
Thereafter		11,533	4.75	%		26,210	3.37	%
Total long-term borrowings		249,232	4.66	%		207,109	4.43	%
Total borrowings	$	603,906	4.79	%	$	455,206	3.79	%

78

Notes to Consolidated Financial Statements

NOTE 11 - BORROWINGS  (continued)

Federal Home Loan Bank advances totaling $81,000 at June 30, 2006 which are scheduled to mature in 2009 and later years can be called by the issuer on various dates and under various conditions. At June 30, 2006, Federal Home Loan Bank borrowings were secured by a blanket pledge of multifamily loans of $27,299, a blanket pledge of 1-4 family residential loans of $807,067, a blanket pledge of commercial loans of $52,140, a pledge of specific securities of $1,348 and by the Company’s stock in the Federal Home Loan Bank. Based on the Company’s existing collateral, the dollar amount of additional Federal Home Loan Bank advance borrowings available at June 30, 2006 was $131,221. Federal Home Loan Bank advances generally carry prepayment penalties equal to the present value of the difference in interest between the rate on the loan and the current rate for loans with similar terms and remaining maturities.

The Company has a $10,000 line of credit with a commercial bank. Interest on the line is charged at the bank’s federal funds rate plus 0.25%.

Information concerning short-term borrowings during the periods indicated is as follows:

	2006			2005			2004
Federal Home Loan Bank
Average daily balance during the year	$	245,739		$	258,176		$	167,329
Average interest rate during the year		4.26	%		2.23	%		1.06	%
Maximum month-end balance during the year	$	361,674		$	307,090			246,590
Commercial bank line of credit
Average daily balance during the year	$	55		$	—		$	355
Average interest rate during the year		4.75	%		—			3.96	%
Maximum month-end balance during the year	$	—		$	—		$	5,000

NOTE 12 - JUNIOR SUBORDINATED DEBENTURES OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS

As of June 30, 2006, the Company sponsored three affiliated trusts, First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III (collectively the Trust Affiliates), that issued $60,000 of Guaranteed Capital Trust Securities (Trust Preferred Securities). In connection with this transaction, the Company issued $61,857 of Junior Subordinated Deferrable Interest Debentures (Junior Debentures) to the Trust Affiliates. The Trust Affiliates were formed for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Junior Debentures of the Company. The Junior Debentures held by each Trust Affiliate are the sole assets of that trust.

Distributions on the Trust Preferred Securities issued by First Place Capital Trust are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 2.85%. Distributions on the Trust Preferred Securities issued by First Place Capital Trust II are payable quarterly at a fixed rate of 6.45%. Distributions on the Trust Preferred Securities issued by First Place Capital Trust III are payable quarterly at a fixed rate of 5.69% for five years, through September, 2010, and a floating rate of interest that resets quarterly to the three-month LIBOR rate plus 1.45% for the remaining 25 years.

The Trust Preferred Securities are subject to mandatory redemption, in whole or in part, upon repayment of the Junior Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The issuers may redeem the Trust Preferred Securities and the Junior Debentures for a premium through September 15, 2010 at the greater of (i) 107.5% of the principal amount of the Junior Debentures or (ii) the sum of the present values of the scheduled payments of principal during the fixed rate period remaining life of the Debentures discounted to the special redemption date on a quarterly basis at the treasury rate. After September 15, 2010, the issuers may redeem the Trust Preferred Securities and Junior Debentures at par.

79

Notes to Consolidated Financial Statements

NOTE 12 - JUNIOR SUBORDINATED DEBENTURES OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS (continued)

Junior Debentures issued by the Company to the Trust Affiliates follow. These amounts represent the par value of the obligations owed to the Trust Affiliates, including the Company’s equity interest in the trusts.

	June 30, 2006		June 30, 2005
Variable rate junior subordinated debentures owed to First Place Capital Trust due January 23, 2034	$	15,465	$	15,465
6.45% junior subordinated debentures owed to First Place Capital Trust II due January 23, 2034		15,464		15,464
Variable rate junior subordinated debentures owed to First Place Capital Trust III due September 15, 2035		30,928		—
Total junior subordinated debentures owed to unconsolidated subsidiary trusts	$	61,857	$	30,929

The Company has used the proceeds of the Junior Debentures issued in September 2005 for general corporate purposes. Interest on all three issues of trust preferred securities may be deferred for a period of up to five years at the option of the issuer. The trusts are accounted for using the equity method of accounting for investments, and therefore have not been included in the consolidated financial statements of the Company.

NOTE 13 - INCOME TAXES

The provision for income taxes consisted of the following:

	2006			2005			2004
Current provision	$	12,450		$	8,214		$	4,115
Deferred provision (benefit)		(2,120	)		(316	)		2,099
	$	10,330		$	7,898		$	6,214

The income tax benefit from the exercise of non-qualified stock option shares and disposition of incentive stock options was recognized for financial reporting purposes by crediting additional paid-in capital for $240 in 2006, $277 in 2005 and $151 in 2004.

The differences between the financial statement provision and amounts computed by applying the statutory federal income tax rate to income before taxes were as follows:

	2006			2005			2004
Income tax computed at the statutory federal rate	$	11,681		$	9,393		$	7,128
Add (subtract) tax effect of:
Tax-exempt income		(453	)		(436	)		(350	)
Earnings and proceeds from life insurance contracts		(403	)		(758	)		(286	)
Miscellaneous items		(495	)		(301	)		(278	)
	$	10,330		$	7,898		$	6,214

The statutory tax rate was 35% for 2006, 2005 and 2004.

80

Notes to Consolidated Financial Statements

NOTE 13 - INCOME TAXES  (continued)

The tax effects of principal temporary differences and the resulting deferred tax assets and liabilities that comprise the net deferred tax balance were as follows at June 30:

	2006		2005
Items giving rise to deferred tax assets:
Bad debts	7,811		$	6,393
Unrealized loss on securities available for sale	1,421			156
Recognized loss on impairment of securities	1,836			1,836
Unrealized loss on hedging transactions	1,302			1,737
Nonaccrual loan interest	508			289
Other valuation allowances	180			480
Other	1,234			1,386
	14,292			12,277
Items giving rise to deferred tax liabilities:
Loan servicing	(5,659	)		(7,354	)
FHLB stock dividends	(6,141	)		(4,453	)
Purchase accounting adjustments and related intangibles	(3,373	)		(4,163	)
Depreciation	(1,169	)		(1,123	)
Deferred loan fees and costs	(1,912	)		(1,061	)
Other	(854	)		(271	)
	(19,108	)		(18,425	)
Net deferred liability	(4,816	)	$	(6,148	)

The Company has sufficient taxes paid in prior years and available for recovery and expected future taxable income to warrant recording the full deferred tax asset without a valuation allowance.

Retained earnings at June 30, 2006, include approximately $37,042 for which no provision for federal income taxes has been made. This amount represents the tax bad debt reserve at June 30, 1988, which is the end of the Company’s base year for purposes of calculating the bad debt deduction for tax purposes. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, the amount used will be added to future taxable income. The unrecorded deferred tax liability on the above amount at June 30, 2006 was approximately $12,965.

Tax expense (benefit) attributable to securities gains and losses approximated $(330), $32 and $168 for 2006, 2005 and 2004.

NOTE 14 - EMPLOYEE BENEFIT PLANS

ESOP PLAN

The Company maintains an Employee Stock Ownership Plan (ESOP) for the benefit of employees of the Bank who are 21 and older and who have completed at least one thousand hours of service.

To fund the plan, the ESOP borrowed $8,993 from the Company for the purposes of purchasing 899,300 shares of stock at $10 per share in the conversion from mutual to stock ownership in 1998. Principal and interest payments on the loan are due in annual installments, which began December 31, 1999, with the final payments of principal and interest being due and payable at maturity on December 31, 2013. Interest is payable during the term of the loan at a fixed rate of 7.75%. The loan is collateralized by the shares of the Company’s common stock purchased with the proceeds. As the Bank periodically makes contributions to the ESOP to repay the loan, shares are allocated to participants on the basis of the ratio of each year’s principal and interest payments to the total of all principal and interest payments. These contributions to the ESOP plan were $1,003 for each of the years 2006,

81

Notes to Consolidated Financial Statements

NOTE 14 - EMPLOYEE BENEFIT PLANS (continued)

2005 and 2004. The balance of the ESOP loan was $5,821 at June 30, 2006 and $6,334 at June 30, 2005. Dividends on allocated shares increase participant accounts. Dividends on unallocated shares are used for debt service. ESOP compensation expense was $1,372, $1,175 and $1,081 for 2006, 2005, and 2004 respectively. The fair value of unallocated shares was $10,243 at June 30, 2006 and $10,136 at June 30, 2005.

Shares held by the ESOP at June 30 were as follows:

	Year ended June 30, 2006						Year ended June 30, 2005
	Allocated		Unallocated		Total		Allocated		Unallocated		Total
Beginning balance	361,932		504,519		866,451		302,900		563,871		866,771
Allocation of shares to participants	59,352		(59,352	)	—		59,352		(59,352	)	—
Distribution of shares to former participants	(17,846	)	—		(17,846	)	(320	)	—		(320	)
Ending balance	403,438		445,167		848,605		361,932		504,519		866,451

401(k) PLAN

The Company maintains a 401(k) plan for the benefit of substantially all of the employees of the Bank. That plan allows employee contributions up to a maximum of $15,000 per year and contains provisions for catch-up contributions as currently permitted by applicable regulations. The Company may make a discretionary matching contribution. For fiscal 2006, 2005 and 2004, the Company did make a matching contribution equal to 50% of the first 6% of compensation contributed. That contribution may take the form of cash or Company common stock from the ESOP shares that are committed to be released to employees for that year. 401(k) expense was $210, $105 and $0 for 2006, 2005, and 2004.

The Company also sponsors, as a result of the acquisition of Northern, a 401(k) plan that is available to certain eligible employees of Northern. The 401(k) plan allows employee contributions of up to 15% of their compensation. The Company makes a matching contribution equal to 50% of the first 6% of the compensation contributed. The Company’s matching contributions vest to the employee after two years of service. To earn a year of service, the employee must be credited with at least 1,000 hours of service each year. It is expected that in January 2007, the Northern 401(k) plan will be merged into the 401(k) plan of the Company.

EMPLOYEE STOCK PURCHASE PLAN

The Company established the First Place Financial Corp. Employee Stock Purchase Plan (ESPP) effective May 1, 2004. The purpose of the plan is to provide employees of the Company with an opportunity to purchase shares of First Place common stock. Participation in the ESPP is voluntary and employees may elect a payroll deduction in any whole dollar amount between 1% and 15% of gross wages to purchase First Place common stock. An amount of 150,000 shares of common stock in the aggregate have been approved for the ESPP. The ESPP was made available to employees in August, 2004. As of June 30, 2006, 5,925 shares had been purchased under this plan, and 144,075 shares remained available for purchase.

82

Notes to Consolidated Financial Statements

NOTE 15 - RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has granted loans to executive officers, directors and their related business interests. A summary of related party loan activity is as follows:

	2006			2005
Balance at beginning of period	$	1,899		$	2,248
New loans		662			284
Effect of changes in related parties		—			(333	)
Repayments		(214	)		(300	)
Balance at end of period	$	2,347		$	1,899

Deposits from executive officers, directors and their related business interests at year-end 2006 and 2005 were $3,861 and $5,733.

NOTE 16 - STOCK COMPENSATION PLANS

On July 2, 1999 the shareholders approved and the Board of Directors established the 1999 Incentive Plan (1999 Plan). The 1999 Plan provided the Board with the authority to compensate directors, key employees and individuals performing services as consultants or independent contractors with stock awards for their services to the Company. The awards authorized included incentive stock options, nonqualified stock options and stock grants. The granting of stock awards is also referred to as the Recognition and Retention Plan. The 1999 Plan originally authorized 1,124,125 shares of stock for options and 449,650 for grants or a total of 1,573,775. Subsequent to the establishment of the plan 587,500 shares were added to the shares available for stock options due to a merger. Stock options and stock grants reduce the shares available for grant while awards which are forfeited increase the shares available for grant. As of June 30, 2006 there were 2,461 shares available to be awarded as options and 80,780 shares available to be awarded as stock grants.

On October 28, 2004, the shareholders of the Company approved the creation of the 2004 Incentive Plan (2004 Plan). It is similar to the 1999 Plan. It also provides for awards to be issued in the form of incentive stock options, nonqualified stock options and stock awards. A total of 1,000,000 shares may be issued under the 2004 Plan in any combination of the three types of awards. As of June 30, 2006, no awards have been issued under the 2004 Plan.

STOCK OPTIONS

The Company can issue incentive stock options and nonqualified stock options under the 1999 Plan and the 2004 Plan. Existing option awards generally become exercisable at the rate of 20% per year on the first five anniversary dates of the grant. However, the vesting schedule is determined at the time of the grant and future grants may have different vesting schedules. Generally, the option period expires ten years from the date of grant and the exercise price is the market price at the date of grant.

83

Notes to Consolidated Financial Statements

NOTE 16 - STOCK COMPENSATION PLANS (continued)

Following is activity under the plans during the years ended June 30, 2006, 2005 and 2004:

	2006				2005				2004
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Options outstanding, beginning of year	859,554		$	13.28	955,737		$	12.91	962,870		$	12.21
Forfeited	—			—	(22,120	)		16.48	(11,272	)		12.81
Exercised	(97,470	)		11.95	(120,943	)		11.71	(85,861	)		11.74
Granted	2,000			20.98	46,880			18.28	90,000			19.30
Options outstanding, end of year	764,084		$	13.47	859,554		$	13.28	955,737		$	12.91
Options exercisable, end of year	679,301				722,391				661,478

	2006		2005		2004
Weighted-average fair value of options granted during year:	$	4.51	$	4.56	$	4.38

A summary of unvested options as of June 30, 2006 and changes during the year ended June 30, 2006 were as follows:

	Total unvested options
	Shares		Weighted Average Fair Value
Unvested options, beginning of period	137,163		$	4.04
Vested	(54,380	)	$	3.43
Granted	2,000		$	4.51
Unvested options, end of period	84,783		$	4.44

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:

	Year ended June 30,
	2006		2005
Proceeds of options exercised	$	1,164	$	1,455
Related tax benefit recognized	$	240	$	277
Intrinsic value of options exercised	$	1,011	$	931

Options outstanding at June 30, 2006 were as follows:

	Outstanding			Exercisable
Range of Exercise prices	Shares		Weighted average remaining contractual life (in years)	Shares		Weighted average exercise price
$   9.54 - 12.00		90,415	4.1		90,415	$	11.09
12.01 - 14.00		523,381	3.0		523,381		12.33
14.01 - 20.98		150,288	7.2		65,505		18.55
Total		764,084	3.9		679,301	$	12.77
Aggregate intrinsic value	$	7,156		$	6,842

84

Notes to Consolidated Financial Statements

NOTE 16 - STOCK COMPENSATION PLANS (continued)

Information pertaining to the Company’s method of accounting for stock options and the pro forma effect on net income and earnings per share of applying the “fair value method” of accounting to all forms of stock-based compensation are included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Stock Compensation”.

RECOGNITION AND RETENTION PLAN

The Company can issue stock grants as a form of compensation to directors and key employees under the 1999 Plan and the 2004 Plan. Generally, one-fifth of such shares are earned and nonforfeitable on each of the first five anniversaries of the date of the awards. In the event of the death or disability of a participant or a change in control of the Company, the participant’s shares will be deemed to be entirely earned and nonforfeitable upon such date. Recipients are entitled to receive dividends on their respective shares but are restricted from selling, transferring or assigning their shares until full vesting of such shares has occurred.

Compensation expense for grants, is based on the market value of the shares at the date of grant, which approximates fair value, and is recognized over the vesting period of the grant. Unearned compensation is reported as a separate component of shareholders’ equity until earned in fiscal 2005 and prior years and as a reduction of additional paid in capital in fiscal 2006. Compensation expense for shares granted under the Recognition and Retention Plan was $52, $106 and $682 for 2006, 2005, and 2004.

Activity in issued but unvested stock grants during the year ended June 30, 2006, was as follows:

	Shares		Weighted Average Value
Issued and unvested as of June 30, 2005	4,875		$	18.05
Shares vested during the period	(3,020	)	$	17.20
Issued and unvested as of June 30, 2006	1,855		$	19.42

The intrinsic value of unvested stock grants at June 30, 2006 was $43.

Compensation costs for all share-based plans were as follows:

	2006				2005				2004
	Stock Options		Stock Grants		Stock Options		Stock Grants		Stock Options		Stock Grants
Compensation cost recognized in income	$	113	$	52	$	—	$	106	$	—	$	682
Related tax benefit recognized		—		18		—		37		—		239

The compensation cost yet to be recognized for stock-based awards that have been awarded but not vested is as follows:

	Stock Options		Stock Grants		Total Awards
2007	$	104	$	9	$	113
2008		103		9		112
2009		31		9		40
2010		28		2		30
2011		2		—		2
Total	$	268	$	29	$	297

The weighted average life for stock-based awards that have been awarded but not vested is 1.8 years.

85

Notes to Consolidated Financial Statements

NOTE 17 - COMMITMENTS, CONTINGENCIES AND GUARANTEES

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk for credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The Company has a program to reduce the interest rate risk associated with the interest rate commitment made to borrowers for mortgage loans that have not yet been closed and potentially made eligible for sale to secondary markets. The Company will, depending on market interest rates and loan volume, enter into commitments to sell loans or mortgage-backed securities, considered to be derivatives, to limit the exposure to potential movements in market interest rates. This contractual position is monitored daily to maintain coverage ranging from 40% to 100% of our loan commitments depending on the status of the loan commitments as they progress from application to sale.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year end.

	2006				2005
	Fixed rate		Variable rate		Fixed rate		Variable rate
Commitments to make loans (at market rates)	$	126,237	$	35,129	$	101,159	$	39,268
Construction loan funds not yet disbursed		94,325		109,001		104,001		87,924
Unused lines of credit and letters of credit		56,885		230,432		43,139		186,564
Mortgage loan sales commitment		168,268		—		130,000		—

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have interest rates ranging from 5.25% to 9.125% and maturities ranging from 5 years to 40 years. The commitments to sell loans have been established with mortgage backed securities of like maturity and coupon to the commitment to make loans and as of June 30, 2006, have a maturity of less than 90 days.

The Company issues standby letters of credit for commercial customers to third parties to guarantee the performance of customers to those third parties. If the customer fails to perform, the Company performs in its place and treats the funds advanced as an interest-bearing loan. Therefore, these standby letters of credit represent the same risk to the Company as a loan would. At June 30, 2006, the Company had $2,259 in standby letters of credit outstanding with an average remaining term of 9 months. At June 30, 2005 the Company had $3,832 in standby letters of credit outstanding with an average remaining term of 7 months. While no liability has been recorded for the nominal amount of this obligation, the fair value of the obligation has been recorded in the form of unearned fees.

The Company has originated and sold certain loans for which the buyer has limited recourse to the Company in the event the loans do not perform as specified in the agreements. As of June 30, 2006, these loans have an aggregate principal balance of $254 million, and the maximum contractual loss exposure for the Company is approximately $72 million. An estimated loss allowance of $513 has been established in recognition of this contingent liability. As of June 30, 2005 the Company had limited recourse on loans with an aggregate principal balance of $254 million, and the maximum contractual loss exposure for the Company was approximately $107 million. An estimated loss allowance of $1,371 has been established in recognition of this liability.

NOTE 18 - INTEREST RATE SWAPS

On August 9, 2002, the Company redeemed several interest rate swap agreements that had been designated as cash flow hedges of certain Federal Home Loan Bank advances. The fair value of the interest rate swaps at the time of the redemption was a liability of $12,560 and the cash flow hedge relationship was dedesignated. The loss recorded in accumulated other comprehensive income at the time of the dedesignation totaled $8,164 net of tax, and will be reclassified into interest expense thru fiscal year 2010, the remaining term of the original hedge periods.

86

Notes to Consolidated Financial Statements

NOTE 18 - INTEREST RATE SWAPS (continued)

The amount of the loss on the termination of interest rate swaps reclassified into interest expense in 2006, 2005 and 2004 was $1,243, $2,332 and $2,577, respectively. Net income for the same years was reduced by $808, $1,515 and $1,675, net of income taxes. The amount of remaining losses on the termination of interest rate swaps to be recorded in other comprehensive income was $2,419 and $3,226 as of June 30, 2006 and 2005, respectively. The amount of the loss expected to be reclassified into interest expense in 2007 is $954 or $620 net of income taxes.

NOTE 19 - REGULATORY REQUIREMENTS

CAPITAL

The Bank and Northern are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

Under Office of Thrift Supervision (OTS) regulations, limitations have been imposed on all capital distributions, including cash dividends. The regulation establishes a three-tiered system of restrictions, with the greatest flexibility afforded to institutions that are both well-capitalized and given favorable qualitative examination ratings by the OTS. The Bank has not paid any dividends to the holding company during fiscal 2006 and Northern paid a dividend of $15 million to the holding company in June 2006. As of June 30, 2006, the Bank would be able to pay approximately $12 million and Northern would not be able to pay any additional dividend without the approval of the OTS. Future dividend payments by the Bank beyond the $12 million will be based on future earnings or the approval of the OTS.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

As described in Note 2 - Acquisition, the Company acquired The Northern Savings & Loan Company in June, 2006 with the intent to merge Northern and the Bank during the first quarter of fiscal 2007. This merger was completed on July 25, 2006.

The table below presents the actual capital levels of Northern as of June 30, 2006 along with the minimum levels established by the regulatory framework for prompt corrective action to be classified as well capitalized or adequately capitalized. At year end, Northern is considered to be well capitalized.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
2006
Total capital (to risk weighted assets)	$	20,378	11.65	%	$	13,988	8.00	%	$	17,485	10.00	%
Tier 1 capital (to risk weighted assets)		19,222	10.99	%		6,994	4.00	%		10,491	6.00	%
Tier 1 capital (to adjusted total assets)		19,222	6.00	%		12,808	4.00	%		16,010	5.00	%
Tangible capital (to adjusted total assets)		19,222	6.00	%		4,803	1.50	%

87

Notes to Consolidated Financial Statements

NOTE 19 - REGULATORY REQUIREMENTS  (continued)

The tables below present the actual capital levels of the Bank as of June 30, 2006 and 2005. At year end, the Bank is considered to be well capitalized.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
2006
Total capital (to risk weighted assets)	$	224,695	11.12	%	$	161,633	8.00	%	$	202,041	10.00	%
Tier 1 capital (to risk weighted assets)		204,153	10.10			80,817	4.00			121,225	6.00
Tier 1 capital (to adjusted total assets)		204,153	7.62			107,178	4.00			133,973	5.00
Tangible capital (to adjusted total assets)		204,153	7.62			40,192	1.50
	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
2005
Total capital (to risk weighted assets)	$	190,544	10.61	%	$	143,662	8.00	%	$	179,577	10.00	%
Tier 1 capital (to risk weighted assets)		172,886	9.60			71,831	4.00			107,746	6.00
Tier 1 capital (to adjusted total assets)		172,886	7.14			96,797	4.00			120,996	5.00
Tangible capital (to adjusted total assets)		172,886	7.14			36,299	1.50

The table below presents the actual capitalized levels of the Bank and Northern on a combined basis as of June 30, 2006. The Bank and Northern were merged effective July 25, 2006. As of June 30, 2006, the combined capital levels of the Bank and Northern would be considered to be well capitalized.

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
2006
Total capital (to risk weighted assets)	$	245,073	11.16	%	$	175,621	8.00	%	$	219,526	10.00	%
Tier 1 capital (to risk weighted assets)		223,375	10.18			87,811	4.00			131,716	6.00
Tier 1 capital (to adjusted total assets)		223,375	7.45			119,987	4.00			149,983	5.00
Tangible capital (to adjusted total assets)		223,375	7.45			44,995	1.50

The Bank converted from a mutual to a stock institution in 1998. Subsequently the Bank merged with a company that had previously converted from a mutual to a stock institution. In connection with these conversions, liquidation accounts were established totaling $113,063. Eligible depositors who have maintained their accounts, less annual reductions to the extent they have reduced their deposits, would receive a distribution from this account if the Bank liquidated. Dividends may not reduce shareholders’ equity below the required liquidation account balance.

CASH

The Bank is required to maintain cash on hand or on deposit with the Federal Reserve Bank to meet reserve requirements under Regulation D of the Federal Reserve System. Cash on hand and in banks includes $2,506 at June 30, 2006, which was required to be on deposit with the Federal Reserve Bank and was not available for other purposes. This amount does not earn interest.

88

Notes to Consolidated Financial Statements

NOTE 20 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table shows the estimated fair value and the related carrying value of the Company’s financial instruments at June 30, 2006 and 2005:

	2006						2005
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial Assets:
Cash and due from banks	$	72,906		$	72,906		$	52,549		$	52,549
Interest-bearing deposits in other banks		4,605			4,605			—			—
Securities available for sale		302,994			302,994			296,314			296,314
Loans held for sale		154,799			155,071			145,053			145,208
Loans, net		2,328,465			2,315,590			1,812,855			1,851,666
Federal Home Loan Bank stock		32,616			32,616			30,621			30,621
Accrued interest receivable		12,162			12,162			9,283			9,283
Financial Liabilities:
Demand and savings deposits	$	(1,119,150	)	$	(1,119,150	)	$	(982,951	)	$	(982,951	)
Time deposits		(941,597	)		(930,141	)		(726,388	)		(724,916	)
Repurchase agreements		(44,013	)		(43,528	)		(36,946	)		(36,705	)
Borrowings		(603,906	)		(599,197	)		(455,206	)		(459,441	)
Junior subordinated deferrable interest debentures		(61,857	)		(58,094	)		(30,929	)		(30,919	)
Advances by borrowers for taxes and insurance		(3,624	)		(3,624	)		(4,326	)		(4,326	)
Accrued interest payable		(3,373	)		(3,373	)		(2,175	)		(2,175	)
Derivatives
Commitments to originate loans		(152	)		(152	)		566			566
Commitments to sell loans and securities		462			462			(502	)		(502	)

The met hods and assumptions used to estimate fair value are described as follows. Carrying amount is the estimated fair value for cash and due from banks, interest-bearing deposits in other banks, accrued interest receivable and payable, demand deposits, savings, money market accounts and advances by borrowers for taxes and insurance. Security fair values, including trust preferred securities, are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of loans held for sale and commitments to purchase/sell/originate loan and mortgage-backed securities is based on market quotes. Fair value of repurchase agreements, borrowings and junior subordinated debentures is based on current rates for similar financing.

89

Notes to Consolidated Financial Statements

NOTE 21 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION

Condensed financial information of First Place Financial Corp.:

CONDENSED BALANCE SHEETS

As of June 30,	2006		2005
ASSETS
Cash and due from banks	$	33,159	$	9,480
Securities available for sale		6,894		6,779
Notes receivable from banking subsidiaries		6,076		6,589
Investment in banking subsidiaries		319,448		236,790
Investment in other subsidiaries		9,923		8,397
Other assets		3,426		2,826
Total assets	$	378,926	$	270,861
LIABILITIES AND SHAREHOLDERS’ EQUITY
Junior subordinated debentures owed to unconsolidated subsidiaries	$	61,857	$	30,929
Accrued expenses and other liabilities		5,495		3,276
Total liabilities		67,352		34,205
Shareholders’ equity		311,574		236,656
Total liabilities and shareholders’ equity	$	378,926	$	270,861

CONDENSED STATEMENTS OF INCOME

Years ended June 30,	2006			2005			2004
INCOME
Interest income	$	943		$	1,153		$	995
Dividends from subsidiary banks		15,000			10,000			10,000
Income from unconsolidated affiliates		106			54			26
Net gains on sale of securities		—			23			—
Total income		16,049			11,230			11,021
EXPENSES
Interest expense		3,587			1,891			907
Merger related costs		1,347			—			2,045
Other expenses		875			906			479
Total expense		5,809			2,797			3,431
Income before income taxes		10,240			8,433			7,590
Income tax (benefit)		(1,716	)		(625	)		(917	)
Income before undistributed net earnings of subsidiaries		11,956			9,058			8,507
Equity in undistributed net earnings of subsidiaries		11,088			9,880			5,644
Net income	$	23,044		$	18,938		$	14,151

90

Notes to Consolidated Financial Statements

NOTE 21 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION  (continued)

CONDENSED STATEMENTS OF CASH FLOWS

Years ended June 30,	2006			2005			2004
Cash flows from operating activities
Net income	$	23,044		$	18,938		$	14,151
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries		(11,088	)		(9,880	)		(5,644	)
Amortization, net of accretion		67			70			12
Securities gains		—			(23	)		—
Change in deferred taxes		(167	)		20			679
Change in other assets		(904	)		(264	)		(2,541	)
Change in interest payable		144			—			—
Change in other liabilities		2,200			(501	)		458
Net cash from operating activities		13,296			8,360			7,115
Cash flows from investing activities
Proceeds from sales of mortgage-backed securities		—			268			—
Proceeds from maturities of securities		527			218			870
Purchases of securities		(290	)		(23	)		(51	)
Net decrease in loans receivable		—			—			5
Cash paid for Franklin Bancorp, Inc., net of cash acquired		—			—			(40,918	)
Cash paid for Northern Savings and Loan Company		(14,010	)		—			—
Change in loans to Bank		513			8,334			442
Net cash from investing activities		(13,260	)		8,797			(39,652	)
Cash flows from financing activities
Purchase of treasury stock		—			(4,284	)		(6,815	)
Cash dividends paid		(8,165	)		(8,101	)		(6,916	)
Net proceeds from issuance of subordinated debt securities		30,928			—			30,608
Proceeds from stock options exercised		1,164			1,415			1,009
Dividends on unearned ESOP shares		(284	)		(315	)		(335	)
Net cash from financing activities		23,643			(11,285	)		17,551
Net change in cash and cash equivalents		23,679			5,872			(14,986	)
Cash and cash equivalents at beginning of year		9,480			3,608			18,594
Cash and cash equivalents at end of year	$	33,159		$	9,480		$	3,608
Supplemental noncash disclosures:
Stock portion of acquisition price of Franklin Bancorp, Inc.		—			—			40,765
Stock portion of acquisition price of Northern Savings and Loan Company		58,090			—			—

91

Notes to Consolidated Financial Statements

NOTE 22 - EARNINGS PER SHARE

The factors used in the earnings per share computation follow.

	2006			2005			2004
Basic
Net income	$	23,044		$	18,938		$	14,151
Average shares outstanding		15,126,531			15,011,401			13,453,861
Average unearned ESOP shares		(477,269	)		(536,621	)		(595,952	)
Average unearned RRP shares		(84,353	)		(87,601	)		(120,325	)
Weighted average common shares outstanding - basic		14,564,909			14,387,179			12,737,584
Basic earnings per share	$	1.58		$	1.32		$	1.11
Diluted
Net income	$	23,044		$	18,938		$	14,151
Weighted average common shares outstanding - basic		14,564,909			14,387,179			12,737,584
Dilutive effects of assumed exercises of stock options		256,065			235,504			229,793
Dilutive effects of unearned RRP shares		392			336			5,032
Weighted average common shares outstanding - diluted		14,821,366			14,623,019			12,972,409
Diluted earnings per share	$	1.55		$	1.30		$	1.09

Stock options in the amount of 48,689 shares of stock were not considered in computing diluted earnings per share for 2004 because they were antidilutive.

NOTE 23 - TOTAL COMPREHENSIVE INCOME

Total comprehensive income components, net of taxes at June 30 are as follows:

	2006			2005			2004
Net income	$	23,044		$	18,938		$	14,151
Other comprehensive income (loss)
Changes in unrealized gains (losses) on available for sale securities		(4,591	)		(1,363	)		(7,774	)
Less reclassification adjustments for (gains) losses later recognized in income:
Realized losses (gains) on sale of available for sale securities		943			(91	)		(480	)
Recognition of other-than-temporary impairment		—			5,246			—
Realized losses on termination of interest rate swaps		1,243			2,332			2,577
		(2,405	)		6,124			(5,677	)
Tax effect		863			(2,144	)		1,987
Total other comprehensive income (loss)		(1,542	)		3,980			(3,690	)
Total comprehensive income	$	21,502		$	22,918		$	10,461

92

Notes to Consolidated Financial Statements

NOTE 24 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

	September 30		December 31			March 31		June 30
2006
Total interest income	$	34,791	$	36,530		$	37,547	$	40,185
Total interest expense		15,360		16,878			18,467		19,934
Net interest income		19,431		19,652			19,080		20,251
Provision for loan losses		1,355		1,190			1,013		2,317	(1)
Net interest income after provision for loan losses		18,076		18,462			18,067		17,934
Total noninterest income		6,902		6,807			7,904		7,372
Total noninterest expense		16,066		16,535			16,749		18,800	(2)
Income before income taxes		8,912		8,734			9,222		6,506
Provision for income taxes		2,745		2,688			2,896		2,001
Net income	$	6,167	$	6,046		$	6,326	$	4,505
Basic earnings per share	$	0.43	$	0.42		$	0.43	$	0.31
Diluted earnings per share	$	0.42	$	0.41		$	0.43	$	0.30
2005
Total interest income	$	27,831	$	29,305		$	31,233	$	33,133
Total interest expense		11,067		11,796			12,633		13,994
Net interest income		16,764		17,509			18,600		19,139
Provision for loan losses		307		1,371			906		925
Net interest income after provision for loan losses		16,457		16,138			17,694		18,214
Total noninterest income		5,312		1,095	(3)		7,400		6,072
Total noninterest expense		14,843		14,919			15,749		16,035
Income before income taxes		6,926		2,314			9,345		8,251
Provision for income taxes		2,169		678			2,755		2,296
Net income	$	4,757	$	1,636		$	6,590	$	5,955
Basic earnings per share	$	0.33	$	0.11		$	0.46	$	0.41
Diluted earnings per share	$	0.33	$	0.11		$	0.45	$	0.41

(1) Includes $631 provision for loan losses to reflect a change in the approach to managing credit issues at Northern after the acquisition and to conform Northern’s practices to those that the Bank uses.

(2) Includes $2,173 of merger expenses related to the Northern acquisition completed June 27, 2006.

(3) Includes charge of $5,246 for other-than-temporary impairment of securities.

93

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that the financial and nonfinancial information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, including this form 10-K for the period ended June 30, 2006, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

94

Management’s Report on Internal Control Over Financial Reporting

August 25, 2006

The management of First Place Financial Corp. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of June 30, 2006.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2006. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. This assessment excluded internal control over financial reporting for The Northern Savings & Loan Company of Elyria, Ohio as allowed by the SEC for current year acquisitions. The Northern Savings & Loan Company was acquired on June 27, 2006 and represented 11.5% of assets at June 30, 2006 and 1.5% of net income for fiscal year ending June 30, 2006.

The Company’s independent registered public accounting firm has issued their report on management’s assessment of the Company’s internal control over financial reporting. That report follows under the heading, Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.

Steven R. Lewis	Paul S. Musgrove
President and Chief Executive Officer	Corporate Executive Vice President and Chief Financial Officer

95

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that First Place Financial Corp. maintained effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). First Place Financial Corp.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As permitted, the Company excluded the bank acquired in June 2006 (The Northern Savings & Loan Company of Elyria, Ohio) from the scope of Management’s Report on Internal Control Over Financial Reporting. As such, this entity has also been excluded from the scope of our audit of internal control over financial reporting.

In our opinion, management’s assessment that First Place Financial Corp. maintained effective internal control over financial reporting as of June 30, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Also in our opinion, First Place Financial Corp. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of June 30, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended June 30, 2006 of First Place Financial Corp. and our report dated August 25, 2006, expressed an unqualified opinion on the consolidated financial statements.

Crowe Chizek and Company LLC

Cleveland, Ohio

August 25, 2006

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

96

Item 9B. Other Information

None

PART III

Item 10. Directors and Executive Officers of the Registrant

Directors and Executive Officers of the Company and First Place Bank

Information concerning Directors and Executive Officers who are not Directors of the Company and First Place Bank is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.

Section 16(a) Beneficial Ownership Reporting Compliance

Information concerning Section 16(a) beneficial ownership reporting compliance is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial and accounting officer, controller, or persons performing similar functions. A copy of the Code of Ethics, as amended, is filed as Exhibit 14 to this Annual Report on Form 10-K.

Item 11. Executive Compensation

Information concerning executive compensation is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.

Equity Compensation Plan Information

The following table sets forth information regarding the securities authorized for issuance under equity compensation plans as of June 30, 2006.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by shareholders	764,084	$	13.47	1,083,241
Equity compensation plans not approved by shareholders	—		—	—
Total	764,084	$	13.47	1,083,241

97

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year end.

Item 14. Principal Accounting Fees and Services

Information concerning principal accounting fees and services is incorporated herein by reference from the proxy statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year end.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

The following information is filed in the Items of this Form 10-K indicated below.

Document	Item
Selected Financial Data	Item 6
Management’s Discussion and Analysis of Financial Condition and Results of Operations	Item 7
Management’s Report on Internal Control over Financial Reporting	Item 9A
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	Item 9A
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements	Item 8
Consolidated Statements of Financial Condition as of June 30, 2006 and 2005	Item 8
Consolidated Statements of Income for Years Ended June 30, 2006, 2005 and 2004	Item 8
Consolidated Statements of Changes in Shareholders’ Equity for Years Ended June 30, 2006, 2005 and 2004	Item 8
Consolidated Statements of Cash Flows for Years Ended June 30, 2006, 2005 and 2004	Item 8
Notes to Consolidated Financial Statements	Item 8

(a) (2) Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Consolidated Financial Statements or notes thereto.

98

(a) (3) Exhibits

The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index:

Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit Number Attached Herein
2	Agreement and Plan of Merger, dated as of January 27, 2006, by and among First Place Financial Corp., First Place Bank, First Place Interim Bank and The Northern Savings & Loan Company	(i)
3.1	First Place Financial Corp. Certificate of Incorporation	(ii)
3.2	First Place Financial Corp. Bylaws	3.2
4	Specimen First Place Financial Corp. common stock certificate	(ii)
10.1	Employment Contract between First Place Bank and Steven R. Lewis, President and Chief Executive Officer effective July 1, 2003	(iv)
10.2	Employment Contract between First Place Financial Corp. and Steven R. Lewis, President and Chief Executive Officer effective July 1, 2003	(iv)
10.3	Employment Contract between First Place Bank and Paul S. Musgrove, Corporate Executive Vice President, Chief Financial Officer and Treasurer	(v)
10.4	Employment Contract between First Place Bank and Neal Hubbard, Senior Vice President – Bank Operations	(vii)
10.5	Form of change in control and severance agreement	10.5
10.6	First Place Financial Corp. 1999 Incentive Plan	(iii)
10.7	First Place Financial Corp. 2004 Incentive Plan	(vi)
14	Code of Ethics	14
21	Subsidiaries of Registrant	21
23	Consent of Crowe Chizek and Company LLC	23
31.1	Rule 13a–14(a) Certification of Chief Executive Officer	31.1
31.2	Rule 13a–14(a) Certification of Chief Financial Officer	31.2
32.1	Section 1350 Certification of Chief Executive Officer	32.1
32.2	Section 1350 Certification of Chief Financial Officer	32.2

(i) Filed as an exhibit to the Company’s Current Report on Form 8-K dated January 30, 2006 and as amended and included as Annex I in the Company’s Form S-4/A dated April 26, 2006 and incorporated by reference herein.

(ii) Filed as exhibits to the Company’s Form S-1 registration statement filed on September 9, 1998 (File No. 333-63099) pursuant to the Securities Act of 1933, as amended. All of such previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K.

(iii) Filed as Appendix A to the Definitive Proxy Statement filed May 19, 1999 and incorporated by reference herein.

(iv) Filed as an exhibit to the Company’s Annual Report on Form 10-K dated September 10, 2004 and incorporated by reference herein.

(v) Filed as an exhibit to Form 8-K dated September 7, 2005 and incorporated by reference herein.

(vi) Filed as Appendix A to the Definitive Proxy Statement filed September 27, 2004 and incorporated by reference herein.

(vii) Filed as an exhibit to Form 8-K dated June 28, 2006 and incorporated by reference herein.

99

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

First Place Financial Corp.
By:	/s/ Steven R. Lewis
	Steven R. Lewis
	President, Chief Executive Officer and Director
	Date: September 8, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Steven R. Lewis

Steven R. Lewis

President, Chief Executive Officer and Director

Date: September 8, 2006

/s/ Paul S. Musgrove

Paul S. Musgrove

Chief Financial Officer

Date: September 8, 2006

/s/ A Gary Bitonte

A. Gary Bitonte

Director

Date: September 8, 2006

/s/ Donald Cagigas

Donald Cagigas

Director

Date: September 8, 2006

/s/ Marie Izzo Cartwright

Marie Izzo Cartwright

Director

Date: September 8, 2006

/s/ Robert P. Grace

Robert P. Grace

Director

Date: September 8, 2006

/s/ Thomas M. Humphries

Thomas M. Humphries

Director

Date: September 8, 2006

/s/ Earl T. Kissell

Earl T. Kissell

Director

Date: September 8, 2006

100

/s/ Jeffrey B. Ohlemacher

Director

Date: September 8, 2006

/s/ E. Jeffrey Rossi

E. Jeffrey Rossi

Director

Date: September 8, 2006

/s/ Samuel A. Roth

Samuel A. Roth

Chairman of the Board

Date: September 8, 2006

/s/ William A. Russell

William A. Russell

Director

Date: September 8, 2006

/s/ Ronald P. Volpe

Ronald P. Volpe

Director

Date: September 8, 2006

/s/ Robert L. Wagmiller

Robert L. Wagmiller

Director

Date: September 8, 2006

101

EX-3.2

Exhibit 3.2

BYLAWS

OF

FIRST PLACE BANK

ARTICLE I. HOME OFFICE

The home office of First Place Bank (“Association”) is 185 East Market Street, Warren, Ohio 44481.

ARTICLE II. SHAREHOLDERS

Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Association or at such other place in the state in which the principal place of business of the Association is located as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Association for the election of directors and for the transaction of any other business of the Association shall be held annually within 120 days after the end of the Association’s fiscal year as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“OTS”), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretary upon the written request of the holders of not less than one-tenth of all the outstanding capital stock of the Association entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered at the home office of the Association addressed to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order unless otherwise prescribed by regulations of the OTS or these bylaws. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Association as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for the shares of the Association shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournments thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Association and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection by any shareholder or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the OTS’s Regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders (excluding the election of directors), unless the vote of a greater number of shareholders voting together or voting by classes is required by law and except as otherwise provided in these bylaws.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by a duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Association to the contrary, at any meeting of the shareholders of the Association any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Association, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Association, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Cumulative Voting. Except as otherwise provided in the Association’s charter, every shareholder entitled to vote at an election for directors shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote, or to cumulate the votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of shares shall equal or by distributing such votes on the same principle among any number of candidates.

Section 13. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number

of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meetings. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the OTS, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 14. Nominating Committee. The board of directors shall act as a nominating committee for selecting the management nominees for election as directors. Except the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Association. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Association at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Association. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Association at least 5 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting, but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 5 days before the meeting, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 16. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action that may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, has been given by all of the shareholders entitled to vote with respect to the subject matter.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers and Duties. The business and affairs of the Association shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.

Section 2. Number and Term. The board of directors shall consist of thirteen (13) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, within the Association’s normal lending territory, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Association, unless the Association is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings and Attendance by Conference Telephone. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Association’s normal lending territory, as the place for holding any special meeting of the board of directors called by such persons.

Members of the board of directors may participate in special meetings of the Board by means of conference telephone, or by means of similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person, but shall not constitute attendance for the purpose of compensation pursuant to Section 12 of this Article unless such participation is specifically requested by the Chairman or the Chief Executive Officer.

Members of the board of directors may participate in regular and special committee meetings by means of conference telephone, or by means of similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person, but shall not constitute attendance for the purpose of compensation unless such participation is specifically requested by the committee chairman.

Section 6. Notice of Special Meetings. Written notice of any special meeting shall be given to each director at least two days prior thereto when delivered personally or by telegram, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, or when delivered to the telegraph company if sent by telegram. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the OTS.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Association addressed to the chairman of the board or president. Unless otherwise specified such resignation shall take effect upon receipt by the chairman of the board or president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

Section 12. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for actual attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for actual attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Association who is present at a meeting of the board of directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his

or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Association within five days after the date on which a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause, as defined in the OTS regulations, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

Section 15. Age Limitations on Directors. No person seventy-two years of age or older shall be eligible for election, reelection, appointment or reappointment to the board of directors. No director shall serve as such beyond the annual meeting immediately following the director becoming seventy-two years of age. This age limitation does not apply to an advisory or emeritus director.

ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority thereto shall not operate to relieve the board of directors, or any director, of any responsibility, imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the Charter or bylaws of the Association; recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all, or substantially all, of the property and assets of the Association otherwise than in the usual and regular course of its business; a voluntary dissolution of the Association; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than 24 hours notice stating the place, date and hour of the meetings, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing the setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee

may resign from the executive committee at any time by giving written notice to the president or secretary of the Association. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may, by resolution adopted by a majority of the full board, establish an audit, loan, or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Association and may prescribe the duties, constitution and procedures thereof.

ARTICLE V. OFFICERS

Section l. Positions. The officers of the Association shall be the chief executive officer, president and the chief operating officer, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Association may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Association shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contractual rights. The board of directors may authorize the Association to enter into an employment contract with any officer in accordance with regulations of the OTS; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Association will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. To the extent permitted by regulations of the OTS, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by one or more officers, employees or agents of the Association in such manner as shall from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in any duly authorized depositories as the board of directors may select.

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Association shall be in such form as shall be determined by the board of directors and approved by the OTS. Such certificates shall be signed by the chief executive officer or by any other officer of the Association authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Association itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Association. All certificates surrendered to the Association for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Association as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Association shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by a legal representative, who shall furnish proper evidence of such authority, or by an attorney authorized by a duly executed power of attorney and filed with the Association. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Association shall be deemed by the Association to be the owner for all purposes.

ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT

The fiscal year of the Association shall end on June 30 of each year. The Association shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors. The appointment of such accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX. DIVIDENDS

Subject to the terms of the Association’s Charter and the regulations and orders of the OTS, the board of directors may, from time to time, declare, and the Association may pay, dividends on its outstanding shares of capital stock.

ARTICLE X. CORPORATE SEAL

The board of directors shall provide a Association seal, which shall be two concentric circles between which shall be the name of the Association. The year of incorporation or an emblem may appear in the center.

ARTICLE XI. AMENDMENTS

These bylaws may be amended in a manner consistent with regulations of the OTS at any time by a majority vote of the full board of directors, or by a majority vote of the votes cast by the shareholders of the Association at any legal meeting.

EX-10.5

Exhibit 10.5

FIRST PLACE BANK

CHANGE IN CONTROL SEVERANCE AGREEMENT

This Agreement is effective                     , and is entered into between First Place Bank (the “Bank”), a federally chartered savings association, 185 East Market Street, Warren, Ohio 44481, and                                  (“Executive”). This Agreement replaces the Change in Control Severance Agreement between Executive and First Place Bank with the effective date of July 5, 2004.

First Place Financial Corp. (the “Holding Company”) is the holding company for the Bank. By signing this Agreement, the Holding Company agrees to guarantee the obligations of the Bank.

Whereas, the Bank wishes to provide the Executive with certain benefits in event of termination of employment under conditions described below following a change in control of the Bank; and

Whereas, Executive has agreed to continue to serve in the employ of the Bank;

The parties agree as follows:

1. Term of Agreement.

The initial Term of this Agreement shall continue from the above effective date through June 30, 2008. The Term may be extended by the Board of Directors in one-year increments as set forth below.

2. Extension of Term.

Commencing on July 1, 2007, and continuing annually thereafter, the Board of Directors of the Bank (the “Board”) will review this Agreement, the needs of the Bank, and the Executive’s performance. The Board may extend the Term of this Agreement for an additional year or may elect for any reason not to extend the Term. The Board will include the extension or non-extension in the minutes of the Board’s meeting and will notify the Executive of any non-extension.

3. Change in Control followed by Termination of Employment.

Upon occurrence of a Change in Control of the Bank or the Holding Company followed by termination of Executive’s employment within two years following the effective date of the Change in Control, the provisions of Section 5 below shall apply unless the termination is because of death, disability, retirement, or Termination for Cause. Executive may elect to terminate the employment in the event that the Executive suffers any of the following within the two (2) years following the effective date of the Change in Control: (i) any material demotion or reassignment of duties and responsibilities to duties and responsibilities not consistent with Executive’s experience, expertise, and position with the Bank prior to the Change in Control; (ii) any material reduction or removal of title, office, responsibility, or authority; (iii) any material reduction in annual compensation or benefits; (iv) relocation of Executive’s principal office if the relocation increases Executive’s one-way travel distance to the office by more than 50 miles.

4. Definitions.

(A) Change in Control. A “Change in Control” of the Bank or Holding Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, or rules and regulations of the Office of Thrift Supervision (“OTS”) (or its predecessor agency), as in effect on the date of this Agreement (provided, that in applying the definition of change in control as set forth under the Rules and Regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the 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 voting securities of the Bank or the Holding Company representing 50% or more of the Bank’s or the Holding Company’s outstanding voting securities or right to acquire such securities except for any voting securities of the Bank

purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company, or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the Directors comprising the Incumbent Board, or whose nomination for election by the Holding Company’s stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board, or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs or is effectuated in which the Bank or Holding Company is not the resulting entity.

(B) Termination for Cause. “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any 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) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

5. Termination Benefits.

(A) Sum Payable. Upon the occurrence of a Change in Control, followed by the termination of the Executive’s employment within two years following the Change in Control due to (i) Executive’s election to terminate for reasons described in Section 3 above, or (ii) Executive’s dismissal by the Bank or the Holding Company, the Bank or the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum equal to two (2) times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. Such average annual compensation shall include base salary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and/or profit sharing plan, contributions to any incentive plan, severance payments, retirement payments, director or committee fees, fringe benefits paid or to be paid to the Executive in any such year, and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank.

(B) Time of Payment. In the event of termination of the employment by the Bank or the Holding Company, the payment shall be made not later than thirty (30) days following the Date of Termination. In the event of Executive’s election to terminate the employment for one or more of the reasons set forth in Section 3 above, the payment shall be made in lump sum not sooner than six (6) months and not later than six (6) months and fifteen (15) days following the Date of Termination.

(C) Regulatory Capital Limitation. In the event that the Bank is not in compliance with its minimum capital requirements, or if payment pursuant to Section (A) above would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, payment shall be deferred until the earliest date at which the Bank or its successor reasonably anticipates that payment will not cause a capital compliance violation.

(D) Life and Medical Insurance Coverage. Upon the occurrence of a Change in Control of the Bank or the Holding Company followed by termination of Executive’s employment as described in Section 3 above within two years following the Change in Control, other than termination because of death, disability, retirement, or Termination for Cause, the Bank shall cause to be continued for the Executive life and medical insurance coverage substantially equivalent to the coverage maintained by the Bank or Holding Company for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of twenty-four (24) full calendar months following the Date of Termination.

(E) Section 280G. Notwithstanding the preceding paragraphs of this Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 5 shall be determined by Executive.

(F) Section 409A. The parties intend that payments pursuant to this Agreement either shall not constitute “deferred compensation” or shall otherwise qualify for exemption from excise and other tax penalties applicable under Section 409A of the Internal Revenue Code. If it is determined that any payment(s) under this Agreement would be subject to excise or other tax penalty under Section 409A, the terms of this Agreement shall be amended so that such payments(s) will comply with the requirements of Section 409A and will not be subject to excise or other tax penalty.

6. Notice of Termination.

(A) Form. Any purported termination by the Bank or by Executive in connection with a Change in Control shall be communicated by a written “Notice of Termination” which shall include the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(B) Date of Termination. “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the instance of Termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given); provided, however, that if a dispute regarding the Executive’s termination exists, the “Date of Termination” shall be determined in accordance with Section 6(C) of this Agreement.

(C) Dispute. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected) and provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute in connection with a Change in Control, in the event that the Executive is terminated for reasons other than Termination for Cause, the Bank will continue to pay Executive the payments and benefits due under this Agreement in effect when the notice giving rise to the dispute was given (including, but not limited to, his or her current annual salary) and continue him or her as a participant in all compensation, benefit, and insurance plans in which he or she was participating when the notice of dispute was given, until the earlier of: (1) the resolution of the dispute in accordance with this Agreement; or (2) the expiration of the remaining Term of this Agreement. Amounts paid under this Section 6(C) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

7. Source of Payments.

It is intended by the parties hereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Bank. Further, the Holding Company guarantees such payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Holding Company.

8. Effect on Prior Agreements and Existing Benefit Plans.

This Agreement supersedes and cancels the prior Change in Control Agreement between the Bank and Executive. This Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.

9. No Attachment.

(A) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

(B) This Agreement shall be binding upon, and inure to the benefit of, Executive, the Bank, and their respective successors and assigns.

10. Modification and Waiver.

(A) This Agreement may not be modified or amended except by an instrument in writing signed by all parties to this Agreement.

(B) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

11. Effect of Action Under Holding Company Agreement.

Notwithstanding any provision herein to the contrary, to the extent that payments and benefits are paid to or received by Executive under any Holding Company Agreement between Executive and Holding Company, the amount of such payments and benefits paid by the Holding Company will be subtracted from any amount due simultaneously to Executive under similar provisions of this Agreement.

12. Required Regulatory Provisions.

(A) The Board of Directors may terminate Executive’s employment at any time, but any termination by the Board of Directors, other than Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 4 above.

(B) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8 (e)(3) or 8 (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(3) or (g)(1)), the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while the contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

(C) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(4) or (g)(1)), all obligations of the Bank under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(D) If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, all obligations of the Bank under this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

(E) All obligations under this contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision (or his or her designee) at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the

Director of the Office of Thrift Supervision (or his or her designee) at the time the Director (or his or her designee) approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(F) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. §1828(k) and any rules and regulations promulgated thereunder.

13. Reinstatement of Benefits Under Section 12(B).

In the event Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice described in Section 12(B) hereof (the “Notice”) during the term of this Agreement and a Change in Control, as defined herein, occurs, the Bank will assume its obligation to pay and Executive will be entitled to receive all of the termination benefits provided for under Section 5 of this Agreement upon the Bank’s receipt of a dismissal of charges in the Notice.

14. Severability.

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

15. Headings for Reference Only.

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. In addition, references to the masculine shall apply equally to the feminine.

16. Governing Law.

The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, but only to the extent not preempted by Federal law.

17. Arbitration.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of the Bank’s main office, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

18. Payment of Costs and Legal Fees.

All reasonable costs and legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank (which payments are guaranteed by the Holding Company pursuant to Section 7 hereof) if Executive is successful pursuant to a legal judgment, arbitration or settlement.

19. Indemnification.

(A) The Bank shall provide Executive (including his heirs, executors and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at its expense and shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under Federal law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

(B) Any payments made to Executive pursuant to this Section are subject to and conditioned upon compliance with 12 C.F.R. §545.121 and any rules or regulations promulgated thereunder.

20. Successor to the Bank.

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

ATTEST:		FIRST PLACE BANK
		Steven R. Lewis,
		Chief Executive Officer
		Date:
ATTEST:		FIRST PLACE FINANCIAL CORP.
	(Guarantor)
		Steven R. Lewis,
		President and Chief Executive Officer
		Date:
WITNESS:		EXECUTIVE
		Date:

EX-14

Exhibit 14

Code of Ethics

First Place Financial Corp. and Subsidiaries

It is the policy of First Place Financial Corp. and subsidiaries (First Place) that its employees, directors, and agents are held to the highest standards of honest and ethical conduct. Because the company is publicly traded, executive officers, financial officers, and all other employees who have responsibilities for financial transactions, internal controls or financial disclosure controls and procedures of First Place are held to an especially high set of ethical standards, which are further described below. These officers and employees of First Place will not commit acts contrary to these standards of ethical conduct nor shall they condone the commission of such acts by others within the First Place organization.

Integrity of Accounting and Financial Information

First Place maintains the highest standards in preparing the accounting and financial information disclosed to the public in conformity with accounting principles generally accepted in the United States of America. The bank will not issue any information that is false, misleading, incomplete or would lead to mistrust by the public, First Place customers, or stockholders. All accounting records shall be compiled accurately, with the appropriate accounting entries properly classified when entered on the books in compliance with applicable rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.

General Standards of Ethical Behavior

Officers and employees bound by this Code of Ethics will:

• Act with honesty and integrity and conduct their personal and professional affairs in a way that avoids both real and apparent conflicts of interest between their interests and the interests of First Place and its stockholders.

• Not use the property of First Place, information or position of employment for improper personal gain.

• Protect the assets of First Place from theft, waste or loss and ensure efficient use of such assets to the best of their ability.

• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

• Not engage in any activity that would compromise their ethics or otherwise prejudice their ability to carry out their duties to First Place.

• Communicate with candor to executive management and board of directors of First Place all relevant unfavorable as well as favorable information and professional judgments or opinions.

May 2006

• Encourage open communication and full disclosure of financial information by providing a well understood process under which management is kept informed of financial information of importance, including any departures from company policies and practices, or from generally accepted accounting principles.

• Ensure that all relevant staff members understand the company’s open communication and full disclosure standards and processes.

• Not disclose confidential information acquired in the course of their work except where authorized, unless legally obligated to do so.

• Fully comply with First Place’s policies and guidelines for the collection, use and disclosure of information about our customers and employees.

• Respect and comply with all applicable laws, rules, regulations, policies, guidelines and procedures.

• Not commit any act, which either directly or indirectly, attempts to improperly influence, coerce, manipulate or mislead any employee, accountant (including independent auditor) or any other person doing business with First Place.

• Inform subordinates, as appropriate, regarding the confidentiality of information acquired in the course of their work and monitor, as needed, to ensure that subordinates maintain that confidentiality.

• Not use or appear to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others.

• Promptly report, in good faith, any conduct involving potential accounting and auditing irregularities, violation of law or business ethics or other violations of the Code of Ethics through the company’s outside confidential employee hotline. Any such reports will be made promptly to the confidential hotline at MessagePro Confidential Employee Hotline Service. These reports are provided directly to the Chairman of the Audit Committee of the board of directors.

First Place does not permit retaliation of any kind for “good faith reports” of ethical violations or misconduct of others. “Good faith reports” do not require that you are right about a reported activity, but do require that you tell the truth as you know and believe it.

Standards Regarding Financial Records and Reporting

First Place is committed to full, accurate, timely and understandable disclosure in public reports and documents filed with, or submitted or provided to, regulatory authorities, stockholders and the public. The Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, senior financial officers and other employees of the accounting department of First Place and its subsidiaries will:

• Establish appropriate systems and procedures to ensure that business transactions

May 2006

are recorded on the company’s books in accordance with generally accepted accounting principles, established company policy, and appropriate regulatory pronouncements and guidelines.

• Establish appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines.

• Establish and administer financial accounting controls that are appropriate to ensure the integrity of the financial reporting processes and the availability of timely, relevant information.

• Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that First Place files with or submits to government regulators and includes in regulatory filings and other public communications.

• Completely disclose relevant information reasonably expected to be needed by the company’s regulatory examiners, internal and external auditors, and the Audit Committee for the full, complete, and successful discharge of their duties and responsibilities.

• Prepare First Place’s financial statements and reports in accordance with generally accepted accounting principles and to fairly present, in all material respects, the financial condition and results of operations of First Place.

All officers and employees bound by this Code of Ethics will:

• Be familiar with and operate within established internal controls.

• Ensure that business transactions are recorded in accordance with generally accepted accounting principles, established company policy, and appropriate regulatory pronouncements and guidelines.

• Consult with the company’s senior financial officers on all matters requiring the use of accounting estimates or judgment, or concerning the appropriate treatment of all non-routine business transactions and all other material business transactions.

• Perform financial accounting controls within their respective areas of responsibility and oversee that subordinates perform assigned control processes and procedures as designed and implemented for First Place and subsidiaries.

• Assess, periodically, the sufficiency and effectiveness of internal controls and provide accurate information and complete internal control certifications (as assigned) in a timely manner.

• Comply with the First Place Employee Code of Conduct and the First Place Insider Policy.

The Code of Ethics may be amended or modified by the Board of Directors of First Place. Waivers of this Code of Ethics may only be granted by the Board of Directors or a committee of the Board with specific delegated authority. Amendments to and waivers of this Code of Conduct

May 2006

will be disclosed to shareholders as required by the Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of the Nasdaq Stock Market.

First Place’s corporate culture and values require that its executive officers, financial officers, and all other employees undertake their obligations and commitments under this Code of Ethics seriously. Therefore, to reinforce First Place’s commitment to this Code of Ethics, executive officers, financial officers, and all other employees will be asked from time to time to complete an acknowledgement regarding their understanding of and compliance with the principles of this Code of Ethics.

Those who violate the Code of Ethics, fail to report violations by others or who fail to cooperate fully with any inquiries or investigations, will be subject to corrective action, possibly including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.

May 2006

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Parent	Subsidiary	Percentage of Ownership		State of Incorporation or Organization
First Place Financial Corp	First Place Bank	100	%	Federal
First Place Financial Corp	The Northern Savings & Loan Company	100	%	Ohio
First Place Financial Corp	First Place Holdings, Inc.	100	%	Ohio
First Place Financial Corp	First Place Capital Trust	100	%(1)	Delaware
First Place Financial Corp	First Place Capital Trust II	100	%(1)	Delaware
First Place Financial Corp	First Place Capital Trust III	100	%(1)	Delaware

(1) This is a special purpose entity and is accounted for by First Place Financial Corp. using the equity method of accounting rather than being included as fully consolidated in the consolidated financial statements.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Forms S-8 (333-37011 and 333-39322) of First Place Financial Corp. of our reports dated August 25, 2006, appearing in this Annual Report on Form 10-K of First Place Financial Corp. for the year ended June 30, 2006.

/s/ Crowe Chizek and Company LLC

Crowe Chizek and Company LLC

Cleveland, Ohio

September 11, 2006

EX-31.1

Exhibit 31.1

I, Steven R. Lewis, President and Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of First Place Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 13, 2006

/s/ Steven R. Lewis

Steven R. Lewis

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Paul S. Musgrove, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of First Place Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 13, 2006

/s/ Paul S. Musgrove

Paul S. Musgrove

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350,

AS ADOPTED, PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned executive officer of the registrant hereby certifies that this Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained herein fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Steven R. Lewis

Steven R. Lewis

President and Chief Executive Officer

Date: September 13, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U. S. C. SECTION 1350,

AS ADOPTED, PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned executive officer of the registrant hereby certifies that this Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained herein fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Paul S. Musgrove

Paul S. Musgrove

Chief Financial Officer

Date: September 13, 2006