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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
----------------------------
THIS AMENDMENT (this "AMENDMENT") to the Agreement and Plan of
Merger,
dated as of July 24, 2007 (the "AGREEMENT"), by and among United
Community
Financial Corp. ("UCFC"), The Home Savings and Loan Company of
Youngstown, Ohio
("HOME SAVINGS"), PVF Capital Corp. ("PVFC") and Park View Federal
Savings Bank
("PARK VIEW") (collectively referred to herein as the "PARTIES"),
is made and
entered into as of September 25, 2007, by and among the Parties.
Capitalized
terms not defined herein shall have the meanings given to them in
the Agreement.
WITNESSETH:
WHEREAS, UCFC has determined that, for certain desirable
business
purposes, after the merger of PVFC into UCFC, it will be more
beneficial to
merge Home Savings into Park View rather than merging Park View
into Home
Savings;
WHEREAS, Section 1.05 of the Agreement provides that, with the
consent
of the PVFC, UCFC and Home Savings may at any time change the
method of
effecting the mergers to the extent UCFC deems such change to be
desirable;
WHEREAS, Section 11.08 of the Agreement provides that the Agreement
may
be amended by an agreement in writing executed in the same manner
as the
Agreement, except that after the PVFC Meeting or UCFC Meeting, the
Agreement may
not be amended if it would violate the OGCL; and
WHEREAS, the Boards of Directors of each of the parties to the
Agreement have authorized the execution of this Amendment;
NOW, THEREFORE, in consideration of the premises and the
respective
representations, warranties, covenants, agreements and conditions
set forth
hereinafter and in the Agreement, the Parties, intending to be
legally bound
hereby, agree as follows:
1. The
term "BANK MERGER" as used in the Agreement shall be defined
as the merger of Home Savings into Park View; and
2. Exhibit
A to the Agreement shall be amended by replacing it in its
entirety with the attached Exhibit A.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Amendment has been executed on behalf of
the
Parties to be effective as of the date set forth in the first
paragraph above.
ATTEST:
UNITED COMMUNITY FINANCIAL CORP.
/s/ Jude J. Nohra
By: /s/ Douglas M. McKay
---------------------------------
--------------------------------
ATTEST:
THE HOME SAVINGS AND LOAN
COMPANY OF YOUNGSTOWN, OHIO
/s/ Jude J. Nohra
By: /s/
Patrick W. Bevack
---------------------------------
--------------------------------
ATTEST:
PVF CAPITAL CORP.
/s/ C. Keith Swaney
By: /s/ John R. Male
---------------------------------
--------------------------------
ATTEST:
PARK VIEW FEDERAL SAVINGS BANK
/s/ C. Keith Swaney
By: /s/ John R. Male
---------------------------------
--------------------------------
2
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EXHIBIT A
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT OF MERGER (this "Agreement") is entered into as of
the
___ day of ___________, 2007, by and between The Home Savings and
Loan Company
of Youngstown, Ohio ("HOME SAVINGS"), a savings bank organized
under Chapter
1161 of the Ohio Revised Code, and Park View Federal Savings Bank
("PARK VIEW"),
a federal savings bank organized under the laws of the United
States of America.
R E C I T A L S :
WHEREAS, Home Savings is a wholly owned subsidiary of United
Community
Financial Corporation ("UCFC"), an Ohio corporation, and Park View
is a wholly
owned subsidiary of PVF Capital Corp. ("PVFC"), an Ohio
corporation;
WHEREAS, UCFC, Home Savings, PVF and Park View have entered into
an
Agreement of Merger and Plan of Reorganization dated as of July 24,
2007, as
amended on September ___, 2007 (the "MERGER AGREEMENT"), which
provides for the
merger of UCFC with and into PVFC and the subsequent merger of Home
Savings with
and into Park View; and
WHEREAS, the boards of directors of each of the parties hereto
have
approved this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and
mutual
agreements contained herein, the parties hereto have agreed as
follows:
ARTICLE I
THE MERGER
Section 1.1. At the Effective Time (as defined in Article IV
below),
Home Savings shall merge with and into Park View (the "MERGER")
pursuant to Ohio
Rev. Code ss.ss. 1161.76 and 1701.78, 12 U.S.C. ss. 1828(c), and
the applicable
regulations of the Division of Financial Institutions of the Ohio
Department of
Commerce (the "Division"), the Office of Thrift Supervision ("OTS")
and the
Federal Deposit Insurance Corporation ("FDIC"). Upon consummation
of the Merger,
the separate corporate existence of Home Savings sha
