AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN

a)

“ Award ” means a grant or award under this Plan in the form of an Option, an SAR, Restricted Shares, a Performance Award or any other stock-based incentive award.

b)

“ Board ” means the Board of Directors of the Corporation.

c)

“ Change of Control ” means an event defined in Section 16 of this Plan.

d)

“ Code ” means the Internal Revenue Code of 1986, as amended, and related Treasury Regulations.

e)

“ Committee ” means any Committee comprised of three or more Outside Directors designated by the Board to administer the Plan in accordance with Section 4 of this Plan.

f)

“ Common Shares ” means the common shares, without par value, of the Corporation.

g)

“ Corporation ” means United Community Financial Corp.

h)

“ Deferred Shares ” means an award made pursuant to Section 11 of this Plan of the right to receive Common Shares in lieu of cash thereof at the end of a specified time period.

i)

“ Director ” means any member of the Board of Directors of the Corporation or the Board of Directors of a Subsidiary.

j)

“ Director Emeritus ” means any director emeritus of the Corporation or a Subsidiary.

k)

“ Disability ” means (i) with respect to any Award that is subject to Section 409A of the Code, the Grantee is (1) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (2) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Grantee’s employer, or (3) determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board; and (ii) with respect to any other Awards, permanent and total disability within the meaning of Section 22(e)(3) of the Code.

l)

“ Effective Date ” means the date defined in Section 21.1 of this Plan.

m)

“ Employee ” means any full-time employee of the Corporation or any of its Subsidiaries (including Directors or Directors Emeritus who are employed on a full-time basis by the Corporation or any of its Subsidiaries).

n)

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

o)

“ Fair Market Value ” of a Common Share on a given date shall be based upon the last sales price or, if unavailable, the average of the closing bid and asked prices of a Common Share on such date (or, if there was no trading or quotation in the Common Shares on such date, on the next preceding date on which there was trading or quotation) if the Common Shares are listed on a national securities exchange or quoted on an interdealer quotation system. If the Common Shares are not listed on a national securities exchange or quoted on an interdealer quotation system, the Fair Market Value of a Common Share shall be determined: (i) with respect to an ISO, within the meaning of Section 422 of the Code; (ii) with respect to any Award that is subject to Section 409A of the Code or any NQSO or SAR, by the reasonable application of a reasonable valuation method within the meaning of Treasury Regulation §1.409A-1(b)(5)(iv)(B); and (iii) with respect to any other Award, by the Committee in good faith based upon the best available facts and circumstances at the time.

p)

“ Grantee ” means a person granted an Award under this Plan.

q)

“ Immediate Family ” means, with respect to a given Grantee, that Grantee’s parents, spouse, brothers, sisters, children or grandchildren (including adopted children or grandchildren).

r)

“ ISO ” means an Award that is intended to qualify as an incentive stock option under Section 422 of the Code, as now or hereafter constituted.

s)

“ Non-Employee Director ” means a Director or Director Emeritus of the Corporation or a Subsidiary who is not an Employee.

t)

“ NQSO ” means an Award that is not intended to qualify as an incentive stock option under Section 422 of the Code, as now or hereafter constituted.

u)

“ Options ” refers collectively to NQSOs and ISOs issued under this Plan.

v)

“ OTS ” means the Office of Thrift Supervision, Department of the Treasury.

w)

“ Outside Director ” means a non-employee Director or Director Emeritus within the meaning of Rule 16b-3(b)(3) under the Exchange Act, or any successor thereto, who is also an “outside director” within the meaning of Section 162(m) of the Code and the regulations thereunder.

x)

“ Performance Award ” means an Award under the Plan, payable in cash, Common Shares, other securities or other awards which confers on the holder thereof the right to receive payments upon the achievement of certain performance goals during the performance periods established by the Committee.

y)

“ Permitted Transferee ” means any individual or entity as defined in Section 18.2 of this Plan.

z)

“ Plan ” means this Amended and Restated 2007 Long-Term Incentive Plan as set forth herein and as amended from time to time.

aa)

“ Restricted Shares ” means an Award of Common Shares subject to restrictions on transfer and/or any other restrictions on incidents of ownership as the Committee may determine.

bb)

“Retirement” means the retirement of a Grantee between ages 60 and 64 with 15 or more years of service to the Corporation or a Subsidiary, or the retirement of a Grantee at or after age 65, or as such meaning may be modified by the Committee or Board in the future.

cc)

“ Rules ” means Rule 16(b)(3) and any successor provisions promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

dd)

“ SAR ” means an Award constituting the right to receive, upon surrender of the right, but without payment, an amount payable in stock or cash, as determined by the Committee.

a)

Options which may be designated as:

b)

SARs;

c)

Restricted Shares;

d)

Performance Awards; or

e)

other forms of stock-based incentive awards.

a)

select the Employees, Directors and Directors Emeritus who will participate in the Plan and to make Awards to such Employees and Directors;

b)

determine the times at which Awards shall be granted and any terms and conditions with respect to Awards as shall not be inconsistent with the provisions of this Plan; and

c)

resolve all questions relating to the administration of this Plan and applicable law.

6.3

The maximum number of Common Shares that may be issued pursuant to Awards granted under this Plan, subject to adjustment as provided in Section 17 of this Plan, shall be 2,000,000 Common Shares, all of which may be granted as ISOs. For the purpose of computin