THIRD AMENDMENT TO EMPLOYMENT AGREEMENT CFBANK

Employment Agreement Amendment

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This Employment Agreement Amendment involves

CENTRAL FEDERAL CORP

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Title: THIRD AMENDMENT TO EMPLOYMENT AGREEMENT CFBANK
Date: 1/9/2007
Industry: BANKSL Sector: FINANC

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EX-10.2

Exhibit 10.2

Third Amendment to Employment Agreement between CFBank and
David C. Vernon

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
CFBANK

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and made effective as of January 8, 2007 between CFBank, a federally chartered savings association (the “Association”), and David C. Vernon, an Ohio resident (the “Executive”).

The Association and the Executive entered into an Employment Agreement as of February 28, 2003, which agreement was amended as of May 10, 2004 and as of December 16, 2004 (the Employment Agreement, as amended, the “Agreement”).

The Executive was invited to provide services to First National Bank of Orrville (“FNB Orrville”) and its holding company, National Bancshares Corporation (“NBOH”).

The Board of Directors of the Association values the services of the Executive and desires to have him continue to provide services to the Association.

The Board of Directors of the Association, after evaluating the markets served by the Association and FNB Orrville, as well as the asset size of both financial institutions, concluded that the Executive’s service to FNB Orrville does not and will not present any conflict of interest with the Association or materially affect the performance of his duties to the Association.