United Community Financial Corp. AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN INDEX

SECTION

DESCRIPTION

Purpose of the Plan

Definitions

Types of Awards Covered

Administration

Eligibility

Shares of Stock Subject to the Plan

Stock Options

Stock Appreciation Rights

Restricted Stock

Performance Awards

Other Stock-Based Incentive Awards

Exercise of Options

Rights in Event of Death, Disability or Retirement

Award Agreements

Tax Withholding

Change of Control

Dilution or Other Adjustment

Transferability

Amendment, Termination or Modification

General Provisions

Plan Effective Date

Plan Termination

Governing Law

1.1

The purpose of the United Community Financial Corp. Amended and Restated 1999 Long-Term Incentive Plan is to attract and retain qualified directors, directors emeritus and employees and to strengthen the mutuality of interests between such directors, directors emeritus and employees and the Corporation’s shareholders by providing directors, directors emeritus and employees with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Corporation.

2.1

Unless the context indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth in this Section:

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 (A) 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, (B) 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 (C) 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 spouse, 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 1999 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.

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 cash.

ee)

“ Subsidiary or Subsidiaries ” means (i) with respect to an ISO, a “subsidiary corporation” as defined in Section 424(f) of the Code or a “parent corporation” as defined in Section 424(e) of the Code; (ii) with respect to a NQSO, SAR or any Award that is subject to Section 409A of the Code, any person with whom the Corporation would be considered a single employer under Section 414(b) or (c) of the Code; and (iii) with respect to any other Award, any entity or entities in which the Corporation owns a majority of the voting power.

ff)

“ Ten Percent Shareholder ” means any Employee who, at the time an ISO is granted, owns, directly or indirectly, more than 10% of the combined voting power of all classes of stock of the Corporation or any Subsidiary, within the meaning of Section 422 of the Code.

gg)

“ Terminated for Cause ” means any removal of a Director or discharge of an Employee for the personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of a material provision of any law, rule or regulation (other than traffic violations or similar offenses) or a material violation of a final cease-and-desist order or for any other action of a Director or Employee which results in a substantial financial loss to the Corporation or a Subsidiary.

3.1

Awards granted under this Plan may be:

4.1

This Plan shall be administered by the Committee. The members of the Committee shall be appointed from time to time by the Board. Members of the Committee shall

a)

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

b)

to 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)

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

4.3

A majority of the members of the Committee shall constitute a quorum for the transaction of business. An action in writing by all members of the Committee then serving shall be fully effective as if the action had been taken by unanimous vote at a meeting duly called and held.

4.5

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to this Plan or any Awards. If a member of the Board or of the Committee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by such member in such capacity under or with respect to this Plan, the Corporation shall indemnify such member against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit or proceeding if such member acted in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Corporation and its Subsidiaries and, with respect to any criminal action or proceeding, had no reasonable cause to believe such member’s conduct was unlawful.

5.1

The individuals who shall be eligible to participate in this Plan shall be Directors, Directors Emeritus, officers, management, and such other key Employees of the Corporation and the Subsidiaries as the Committee may from time to time determine.

6.1

Awards may be granted with respect to the Common Shares.

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 3,471,562 Common Shares, all of which may be granted as ISOs. For the purpose of computing the total number of Common Shares available for Awards under this Plan, there shall be counted against the foregoing limitation the number of Common Shares subject to issuance upon exercise of Awards as of the dates on which such Awards are granted. If any Awards are forfeited, terminated or exchanged for other Awards, or expire unexercised, the Common Shares which were theretofore subject to such Awards shall again be available for Awards under this Plan to the extent of such forfeiture, termination or expiration of such Awards.