EXHIBIT 10.12
 STOCK PURCHASE AGREEMENT
 by and among
 FARMERS NATIONAL BANC CORP.
 BUTLER WICK TRUST COMPANY
 BUTLER WICK CORP.
 and
 UNITED COMMUNITY FINANCIAL CORP.
 Dated January 7, 2009
 10.12-A




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STOCK PURCHASE AGREEMENT
 th Parent Company UCFC BWC Sellers Party Parties Article 1
 RECITALS
    ARTICLE 1
DEFINITIONS
 Article 1
 Acquisition Proposal
 Affiliate provided, however
 10.12-1




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Agreement
 Assets Section 3.9
 Audited Financial Information Section 3.8(a)
 Butler Wick Principal Marks
 Business
 Business Day
 Business Employee
 Butler Wick Principal Marks
 BWC
 Closing Section 2.2(c)
 Closing Date Section 2.2(c)
 Code
 Company
 Company Benefit Plan
 Company Capital Stock Section 3.17(a)
 10.12-2




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Company Customer
 Company Customer Contract
 Company Disclosure Letter
 Company Financial Information Section 3.8(a)
 Company Lease
 Company Leased Real Property
 Company Licensed Intellectual Property
 Company Owned Intellectual Property
 Company Qualified Plan Section 3.10(d)
 Company Stock
 Confidential Information
 10.12-3




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Consent
 Contract
 Controlled Affiliate
 Disclosing Party Section 6.1
 Effective Time
 ERISA
 ERISA Affiliate
 Estimated Closing Date Balance Sheet Section 2.3
 Estimated Net Equity Value Section 2.3
 Exchange Act
 Filings Section 3.7(c)
 Final Closing Date Balance Sheet Section
2. 4(a)(ii)
 GAAP
 Governmental Authority
 10.12-4




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Income Tax
 Indebtedness
 Indemnified Losses Section 9.2
 Indemnified Party Section 9.4
 Indemnifying Party Section 9.4
 Intellectual Property
 Internal Controls Section 3.8(d)
 IRS
 Knowledge knowledge Annex A Annex B know knowing known
 10.12-5




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Liability Liabilities
 Lien
 Losses Section 9.2
 Management Closing Bonus Amount Section 6.5(c)
 Material Adverse Effect
   Material Contract Section 3.14
 Net Equity Value
 10.12-6




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New Name Section 6.12(a)
 Non-Competition Period Section 6.3(a)
 Non-Income Taxes
 ODFI
 Order
 Ordinary Course
 Parent
 Parent Common Stock
 Parent Disclosure Letter
 Parent Indemnified Persons Section 9.2
 Party Parties
 PBGC
 Pension Plan
 Permits
 Permitted Liens
 10.12-7




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Person
 Plan Plans Plan
 Post-Closing Periods
 Pre-Closing Periods
 Proceeding Section 3.7(d)
 Purchase
Price Section 2.2(a)
 Receiving
Party Section 6.1
 Records Section 6.6
 Reference
Balance Sheet Section 3.8(a)
 Reference
Income Statement Section 3.8(a)
 Related Agreements
 Requirement of Law
 10.12-8




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Revenue Sharing Agreement
 SEC
 Securities Act
 Seller Indemnified Persons Section 9.3
 Sellers
 Senior Executive Officer
 September 30, 2008 Financial Information Section
3.8(a)
 Shares
 Straddle Period Section 6.4(c)
 Subsidiary
 Sublease Arrangements
 Subleased Property
 Superior Proposal Section 6. 13(a)
 10.12-9




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Tax Returns Tax Return
 Tax Neutrality Payment Section 6. 4(e)(iii)
 Taxes Tax
 Termination Fee
 Territory Section 6.3(a)
 Third Person Section 9.5
 Third Person Claim Section 9.5
 Transition Services Agreement
 Treasury Regulations
 UCFC
 UCFC Benefit Plan
 UCFC Disclosure Letter
 10.12-10




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Unaudited Financial Information Section 3.8(a)
 ARTICLE 2
PURCHASE AND SALE OF SHARES
 Transfer of Shares
 Consideration
 Section 2.4 Purchase Price Purchase Price Section 2.4 Section 2.4 Reference Net Equity Value
 Section
2.4(c)(i)
 Article 7 Article 8 Closing Articles 7 8 Closing Date
 Preliminary Information Estimated Closing Date Balance
 10.12-11




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Sheet Estimated Net Equity Value
 Net Equity Value Purchase Price Adjustment
 Section 2.4(a)(ii)
 Final Closing Date Balance Sheet Section
2.4
 provided however Accountant
 10.12-12




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provided
    Section 2.4(c)
 ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  Organization and Good Standing; No Subsidiaries
 10.12-13




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Other Interests Section 3.2 of the Company Disclosure Letter
 Authorization; Binding Obligations
 No Conflicts Section 3.4 of the Company Disclosure
Letter
 10.12-14




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Approvals Section 3.5 of the Company Disclosure
Letter
 Litigation Section 3.6 of the Company Disclosure
Letter provided that
 Compliance with
Requirements of Law, Regulatory Matters Section 3.7 of the Company Disclosure Letter
  10.12-15




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Filings
 Proceeding
   Financial Statements Audited Financial Information
 10.12-16




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September 30, 2008
Financial Information Reference Balance Sheet Unaudited Financial Information Reference Income
Statement Company Financial Information Exhibit 3.8(a)
  Section 3.8(c) of the Company Disclosure Letter
 Internal Controls
 Title; Sufficiency of Assets
 10.12-17




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Assets
 Employee Benefit Plans; Employee Matters
 Section 3.10(a) of the Company Disclosure Letter Section 3.10(a) of the
Company Disclosure Letter
 Section 3.10(b) of the Company Disclosure Letter
 Section 3.10(c) of the Company Disclosure Letter
 Section 3.10(d) of the Company Disclosure Letter Company Qualified Plan
 10.12-18




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Section 3.10(e) of the Company Disclosure Letter
 Section 3.10(f) of the Company Disclosure Letter
  Section 3.10(h) of the Company Disclosure Letter Section 6.5
 Section 3.10(i) of the Company Disclosure Letter
 10.12-19




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Absence of Undisclosed Liabilities Section 3.11 of the Company Disclosure Letter
 Absence of Certain Changes Section 3.12 of the Company Disclosure Letter
 Company Real Property
 Section 3.13 of the Company Disclosure Letter Section 3.13(a) of the Company Disclosure
Letter
 Section 3.13 of the Company Disclosure Letter
 Certain Contracts Section 3.14 of the Company
Disclosure Letter Material
Contract
 10.12-20




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Section 3.14 of the Company
Disclosure Letter Section 3.14 of the Company Disclosure Letter
 Intellectual Property
 Section 3.15(a) of the Company Disclosure Letter
 Section 3.15(b) of the Company Disclosure Letter
 Taxes Section 3.16 of the Company Disclosure
Letter
  10.12-21




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10.12-22




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Company Capitalization
 Company Capital Stock
  Affiliate Transactions
  10.12-23




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Section 3.18 of the Company Disclosure Letter
 Section 3.18(b) of the Company Disclosure Letter
 Section 3.18(c) of the Company Disclosure Letter
 Brokers
 Insurance Section 3.20 of the Company Disclosure Letter
 Disclosure
 10.12-24




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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF UCFC AND BWC
  Ownership
 Authorization; Binding Obligations
 No Conflicts Section 4.3 of the UCFC Disclosure
Letter
 11.12-25




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Approvals Section 4.4 of the UCFC Disclosure Letter
 Company Customer Lists
 Brokers
 Insurance
 ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PARENT
  Organization and Good Standing
 10.12-26




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Authority; Binding Obligations
 Compliance with Securities Laws
 No Conflicts Section 5.4 of the Parent Disclosure
Letter
 Approvals Section 5.4 of the Parent Disclosure Letter
 10.12-27




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Brokers
 ARTICLE 6
ADDITIONAL COVENANTS OF THE PARTIES
 Confidentiality Receiving Party Disclosing Party Section 6.1 Section 6.1
 Conduct of Business Until Closing Section 6.2 of the
Company Disclosure Letter
 10.12-28




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provided however
 Section 6.5 Section 7.5 Section 6.2(e) of the Company Disclosure Letter provided, however,
that
  10.12-29




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Section 6.2(g) of the Company Disclosure Letter
 provided, however
       10.12-30




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Covenant Not To Compete
 Non-Compete Section 6.3 of the Company Disclosure Letter Territory Non-Competition Period provided, however Section 6.3(a) Section 6.3
 Remedies Section 6.3
 10.12-31




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Section 6.3
 Taxes
   Straddle Period
 Section 6.4 Article 9
 10.12-32




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Section 338 Election
 Election
 Tax Neutrality Payment
  10.12-33




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Management Closing Bonus Deduction
   Employees of the Company
 Plans to be Withdrawn from or Transferred by the Company
  Senior Management Agreement Schedule 6.5(c) Section 6.5(c) Schedule 6.5(c) Senior Executive Officer Schedule 6.5(c) Management Closing Bonus Amount provided, however
 Severance Payments
 10.12-34




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Retiree Welfare Benefits Section
6.5(f)
 COBRA
 No Third-Party Beneficiary Section 6.5 Section 6.5
 Books and Records Records
 Public Announcements
 10.12-35




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Filings and Approvals provided however
 Further Assurances; Cooperation
 Notices of Certain Events
   Article 3 Article 5
 10.12-36




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Article 7 Article 8
 provided however
 Company Directives
 Change of Name; Right to Use Certain Marks
 New Name
 provided however
 Acquisition Proposals
 Section 6. 13(b)
 10.12-37




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Section 6. 13(a) Section 6.13 Section 10. 3(e)
 ARTICLE 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT
  Accuracy of Representations and Warranties and Performance of Obligations Section 7.1
 Consents and Approvals
 10.12-38




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No Litigation or Contrary Judgment
 No Material Adverse Change
 Payments Required by Section 6.5(c) Section 6. 5(c) Schedule 6.5(c)
 Deliveries at Closing
   Section 7.6(c) of the Company
Disclosure Letter
      10.12-39




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Section 7.1
  ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATIONS OF UCFC AND THE COMPANY
  Accuracy of Representations and Warranties of Parent and Performance of
Obligations Section 8.1
 Consents and Approvals
 No Litigation or Contrary Judgment
 Deliveries of Parent at Closing
 Section 2.2
 10.12-40




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Section 8.1
    Certificate
 ARTICLE 9
INDEMNIFICATION
 Survival of Representations and Warranties. provided, however Section 3.17 Section 4.1 Section 3.16 provided however
 Indemnification by UCFC and BWC Article 9,
 10.12-41




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Section 9.6 Parent Indemnified Persons Parent Indemnified
Person Losses Indemnified Losses
 Indemnification by Parent Article 9 Section 9.6 Seller
Indemnified Persons
 Notice of Claim Indemnified Party Indemnifying Party provided however
 Right to Contest Claims of Third Persons Section 9.6 Third
Person provided however
 10.12-42




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Third Person Claim provided that Article 9
 Limitations on Indemnity
 Section 3.17 Section 4.1 Sections 9.2 provided however
 Section 9.6(a) Section 3.17 Section 4.1
 10.12-43




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provided that
 Indemnified Losses Covered by Insurance
 Characterization of Indemnity Payments
 Exclusive Remedy Article 9
 ARTICLE 10
TERMINATION
 Methods of Termination
  10.12-44




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Termination Date provided that Section 10.1(b) provided further however
 Article 7 provided Section 10.1(c) Article 7
 Article 8 provided Section 10.1(d) Article 8
 Section 6.13.
 Procedure Upon Termination Section 10.1 Section 10.1(b)
   10.12-45




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Termination Fee Section 10.1(e) provided however
 Effect of Termination Section 10.1 Section 6.1 Section 10.3 Section
10.4 Section 10.4
 ARTICLE 11
MISCELLANEOUS PROVISIONS
 Notice
 If to Parent
 
 With a copy to
 
 10.12-46




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If to UCFC
 
 With a copy to
 
 Entire Agreement
 Amendment and Modification
 Assignment; Binding Agreement
 Waiver of Compliance; Consents
 10.12-47




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Section 11.5
 Expenses Section 10.3
 Counterparts
 Severability Section 6. 3(a)
 Governing Law
 No Third Party Beneficiaries or Other Rights Section 6.5
 Waiver of Jury Trial
 10.12-48




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SECTION 11.11
 Company Disclosure Letter
 Headings; Interpretation hereof herein hereby include includes including without limitation days
  10.12-49




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FARMERS NATIONAL BANC CORP.By:
    /s/ Frank L. PadenFrank L. PadenPresident and Chief Executive OfficerBUTLER WICK TRUST COMPANYBy:
    /s/ James H. SisekJames H. SisekPresident & Chief Executive OfficerUNITED COMMUNITY FINANCIAL CORP.By:
    /s/ Douglas M. McKayDouglas M. McKayChairman of the Board and
Chief Executive OfficerBUTLER WICK CORP.By:
    /s/ Douglas M. McKayDouglas M. McKayChairman of the Board 10.12-50