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Ten Thousand Twenty-Two Dollars and 42/100 ($10,022.42) per pay period (for which there are 35pay periods) (the “**Separation Pay**”).          **(b)** The Company acknowledges that Employee is a “**specified employee**” for purposes of Section409A and that Employee will have an involuntary “separation from service” within the meaning ofSection 409A. Subject to the Company’s prior receipt of the Federal Regulators’ Consent, theCompany agrees to pay the Employee the Separation Pay in the equivalent of thirty-five (35)consecutive installments paid every two (2) weeks (each installment calculated by the Company asone-thirty fifth (1/35) of the Separation Pay), less all customary payroll deductions, asapplicable, which (as a result of Employee’s involuntary separation from service) would begin as ofMarch 6, 2009, but for the requirement to obtain the Federal Regulators’ Consent. Thus, payment ofthe Separation Pay shall begin on the first payroll date following the Company’s receipt of theFederal Regulators’ Consent; *provided**,**however*, that if the Federal Regulators’Consent is not obtained, the Employee shall forfeit the Separation Pay, and the Company shall beunder no obligation to pay Employee any amounts hereunder or under the Employment Agreement, exceptas provided in Section 1(c). In the event the Federal Regulator’s Consent is obtained, but in anamount less than the agreed Separation Pay, Employee acknowledges and agrees that the amountactually approved by the OTS and the FDIC shall constitute the Separation Pay, and Employee’spayments made hereunder shall be appropriately adjusted (all other terms and conditions of thisAgreement shall remain in full force and effect).          **(c)** Notwithstanding Section 1(b), the Company agrees to make available to the Employee thebenefits set forth in Exhibit A, which Exhibit A is attached to this Agreement, incorporatedherein, and made a part hereof.          **(d)** The Company hereby agrees to keep Employee and his legal counsel informed of the status ofthe filing, including any and all replies and responses from and to the Regulators. Except asspecifically set forth in this Agreement or Exhibit A, no additional severance or compensation,wages, pay or employment/employee benefits of any type or nature will accrue as a result of theSeparation Pay described herein or as a result of the Employment Agreement.     **2. **Status as Terminated Employee. Employee agrees that Employee’s employment with theCompany ended, and that he has incurred a “separation from service” within the meaning of Section409A, as of the close of business on the Separation Date. In response to any request forseparation from service information, including from the Ohio Department of Job and Family Services(the “**ODJFS**”), the Company agrees to respond that Employee retired from the Company as a result ofan involuntary termination and the negotiation thereof. Additionally, the Company shall inform theODJFS that Employee is entitled to receive certain Separation Pay as set forth in this Agreement,unless such pay is forfeited as provided in Section 1(b).     **3. **Health Insurance; Employee’s Benefits. After the Separation Date, Employee shallhave the right to elect and pay for continued coverage for Employee and Employee’s dependents underthe plans listed on Exhibit A, until the earlier of December 31, 2010, or the date Employee isincluded in another employer’s benefit plans as a full time employee. Except as otherwiseindicated in this Agreement and Exhibit A, all of Employee’s other benefits of employment with theCompany, including but not limited to any bonus, profit sharing, incentive or other compensationenhancement, shall terminate as of the Separation Date; *provided, however*, that Employee shall beentitled to receive an allocation under the United Community Financial Corp. Employee StockOwnership Plan (Plan No. 003) , in accordance with the terms of such plan, for service renderedthrough the Separation Date.     **4. **Employee and Company Property. Employee agrees that prior to and upon theseparation from employment, Employee will only remove personal items from Employee’s office; andEmployee will return to the Company all records, files, equipment (including but not limited to allcomputer equipment, or electronic devices of any type or nature), office, loge, desk or file keys,credit cards, computer programs or disks, or other Company property that are in Employee’spossession, without further request from the Company. By signing this Agreement, Employeerepresents that on or before the Separation Date, Employee shall return all property, electronic orotherwise, of the Company, including all Confidential Information, in Employee’s possession andEmployee agrees that Employee will not copy any property of the Company, including ConfidentialInformation, directly or indirectly, in any fashion (*e.g*. by computer copy, CD, disk, cassette orany other electronic method), except that Employee has retained his cellular telephone, with theconsent of the Company. Employee shall be solely responsible for all fees and charges incurredafter the Separation Date for any calling/data or other service plans utilized by the cellulartelephone. Employee further agrees that any violation of this section will cause irreparable harmto the Company, and if Employee violates this section, the Company is entitled to pursue allremedies available, including a temporary or permanent restraining order. Upon payment to theCompany of $15,120.00, which amount shall be paid to the Company by Employee with a check madepayable to Home Savings, and the Company shall provide to the Employee the title to that certain2006 Acura RL. Employee shall obtain insurance at Employee’s sole cost and expense beginningimmediately after the Separation Date.     **5.**Confidential Information. The parties acknowledge and agree that Section 9 of theEmployment Agreement shall survive execution of this Agreement and the termination of theEmployment Agreement.
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     **6. **General Release of Claims.          **(a)** The Company and Employee expressly covenant and agree that in consideration for thepayment of Separation Pay and other consideration set forth herein, Employee does herebyvoluntarily and fully release, acquit, and forever discharge the Company, its subsidiaries,affiliates, predecessors, successors and assigns and their officers, directors, employees, agents,attorneys and other representatives (hereinafter collectively referred to as the “Releasees”) fromany and all actions, claims, damages, liabilities, promises, costs (including reasonable attorneys’fees), rights or demands, of whatsoever kind or nature, in law or in equity, Employee now has, mayhave had in the past or will have at any time hereafter, by reason of any acts, causes, matters orthings arising prior to this date and arising out of or in connection with Employee’s employmentand/or separation from employment with the Company, including any and all wages, benefits or otheremployment related matters. Employee understands that this is a general and complete release ofclaims Employee could have against the Company as an employee or former employee of the Company andincludes but is not limited to any claims under the Age Discrimination in Employment Act, FamilyMedical Leave Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the EmployeeRetirement Income Security Act of 1974, as amended; the Americans with Disabilities Act of 1990, asamended; any other federal, state or local civil rights law or any other local, state or federallaw, regulation or ordinance; any public policy, contract, tort or common law theory; or anystatutory or common law principle allowing for the recovery of fees or other expenses, includingattorneys’ fees, relating to any claim or claims Employee is releasing in this Agreement.          Notwithstanding the foregoing in this Section 7(a), nothing in this Section 7(a) shall bedeemed to release any of the Releasees from any of the Releasees’ obligations under this Agreement.          Nothing in this Agreement precludes the filing of a charge with any appropriate federal, stateor local government agency and/or responding to a request for information from any such agency. Inno event, however, will Employee seek or accept any monetary relief in connection with anycomplaint or charge brought against the Company, without regard as to who brought that complaint orcharge, and Employee agrees not to file against Releasees any action or proceeding in federal,state or other court under any statute, law, ordinance or regulation relating to or arising out ofEmployee’s employment with and/or separation of employment from the Company. Employee furtheragrees to waive and not to seek or accept from Releasees any further benefit or consideration,including reinstatement, back pay, attorneys’ fees, or any additional monies with respect toemployment or separation of employment from the Company.          **(b)** The Company does voluntarily and fully release, acquit, and forever discharge Employee,his successors, assigns, heirs, executor, attorneys and other representatives from any and allactions, claims, damages, liabilities, promises, costs (including reasonable attorneys’ fees),rights or demands, of whatsoever kind or nature, in law or in equity, the Company now has, may havehad in the past or will have at any time hereafter, by reason of any acts, causes, matters orthings arising prior to this date and arising out of or in connection with Employee’s employmentand/or separation from employment with the Company, except those arising out of fraud perpetratedby, or the intentional or willful misconduct of, Employee.**7. **Release of Age Discrimination Claims.          **(a)** Exclusively as this Agreement pertains to Employee’s release of claims under the AgeDiscrimination in Employment Act, Employee, pursuant to and in compliance with rights afforded themunder the Older Workers Benefit Protection Act:     **(i)**Is advised that Employee does not waive rights or claims that arise after thedate on which this Agreement is signed by Employee and the Company;     **(ii)**Is advised to consult with an attorney prior to executing this Agreement;     **(iii)**Is given twenty-one (21) days from the receipt of this Agreement in whichto consider it; provided that any signed Agreement shall be delivered to Home Savingsno later than sixty (60) days following February 28, 2009; and     **(iv)**Is given a period of seven (7) days following the signing of this Agreementin which to revoke it. A revocation of this Agreement shall be effective only on thedelivery of a written revocation to The Home Savings and Loan Company of Youngstown,Ohio, 275 West Federal Street, Youngstown, Ohio 44503, Attention: VicePresident—Human Resources. This Agreement shall not become effective orenforceable until this seven-day revocation period has expired.
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          **(b)** Employee’s knowing and voluntary execution of this Agreement is an express acknowledgmentand agreement that:     **(i)**This Agreement is written in a manner that enables Employee to fullyunderstand its content and meaning;     **(ii)**This Agreement specifically refers to the waiver and release of all claimsunder the Age Discrimination in Employment Act;     **(iii)**This Agreement does not waive or release any rights or claims that mayarise after the date on which it is executed;     **(iv)**Employee has received consideration under this Agreement in addition toanything of value to which Employee was otherwise already entitled;     **(v)**Employee has had the opportunity to review this Agreement with Employee’sattorney and to consult with Employee’s attorney concerning the signing of thisAgreement;     **(vi)**Employee was afforded a twenty-one (21) day period of time to consider itbefore executing it;     **(vii)**Employee was given a seven-day period of time in which to revoke thisAgreement after it was signed; and     **(viii)**Employee’s execution of this Agreement is knowing and voluntary.     **8. **Agreement to not Seek or Accept Future Employment; Mitigation. Employee agreesthat, because of circumstances unique to Employee (including Employee’s retirement from the Companyand the Board of Directors of UCFC), Employee will not apply for or accept future employment withthe Company or seek appointment to the Board of Directors of UCFC or Home Savings. The Companyagrees that Employee shall not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise, nor shall any amounts received from otheremployment or otherwise by Employee offset in any manner the obligations of the Company under thisAgreement.     **9. **Confidentiality. Employee and Company mutually agree not to disclose anyinformation regarding the existence or substance of this Agreement, except (i) for purposes ofenforcement of this Agreement, (ii) to the OTS and/or FDIC for purposes of requesting the FederalRegulators’ Consent, (iii) as otherwise required by law or regulation, (iv) to Employee’s spouse,and (v) to any financial advisor, tax advisor, and any attorneys with whom Employee or the Companychooses to consult regarding its respective consideration of this Agreement, provided that theyagree to keep that information strictly confidential and disclose it to no other person. Employeeand Company understand that the confidentiality of this Agreement is an important part of theconsideration under this Agreement. Employee and Company further agree that any violation of thissection will cause irreparable harm to Employee and Company, as the case may be, and if eitherEmployee or Company violates this section, the other party is entitled to pursue all remediesavailable, including a temporary or permanent restraining order.     **10. **Governing Law and Interpretation. This Agreement shall be governed by andinterpreted under the laws of Ohio and, except as set forth in Section 16 of this Agreement, anylegal matters will be brought in any Federal court sitting within the Northern District of Ohio orany State court sitting in Mahoning County, Ohio. Should any court of competent jurisdictiondeclare any provision of this Agreement unenforceable, the provision shall be void but theremainder of this Agreement shall remain in effect.     **11. **Nonadmission of Wrongdoing. The parties have entered into this Agreement inexchange for the releases granted herein and to avoid potential litigation. Accordingly, neitherthis Agreement nor any of the promises made by the Company or Employee in it may be construed byany person or entity as an admission of any liability or wrongdoing of any kind.     **12. **Amendment. This Agreement may not be modified except through a written documentin which the parties expressly agree to modify it, and that is signed by both parties.     **13. **Entire Agreement. This Agreement and Exhibit A attached hereto set forth theentire agreement between the parties and supersede any prior agreements or understandings betweenthem regarding its subject matter, including, but not limited to, the Employment Agreement, exceptas otherwise specifically provided in this Agreement. Employee acknowledges that Employee has
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notrelied on any representations, promises, or agreements of any kind made to Employee in connectionwith Employee’s decision to make this Agreement, except for those set forth in this Agreement.     **14. **Headings. The headings and numbering of sections and paragraphs in this Agreementare solely for convenience of reference and shall not be construed to define or limit any of theterms herein contained or to affect the meaning or interpretation of this Agreement. Unless thecontext clearly indicates otherwise, words used in the singular include the plural, words used inthe plural include the singular and the word “including” means “including but not limited to.”     **15. **Dispute Resolution**.**The Employee agrees that if the Employee asserts a claimagainst the Company regarding the interpretation or enforcement of this Agreement, such claim shallbe resolved by binding arbitration before a single arbitrator, and the Employee shall not have theright to pursue any claim in court or to have a jury trial on the claim. The Company and Employeeshall share equally all costs and expenses of the impartial arbitrator. Unless inconsistent withapplicable law, each party shall bear the expenses of their respective attorneys, experts andwitness fees, regardless of which party prevails in the arbitration. Any arbitration hearing willtake place in Youngstown, Ohio, and will be conducted by a mutually-chosen arbitrator who is awell-recognized and respected arbitrator. An arbitration can only decide Employee’s claim and maynot consolidate or join the claims of any other person who may have similar claims unlessspecifically agreed to by the Company. If any portion of this arbitration provision is deemedinvalid or unenforceable, it shall not invalidate the remaining portion of this arbitrationprovision. Indemnification. The parties acknowledge and agree that Section 6(a) of theEmployment Agreement shall survive the execution of this Agreement and the termination of theEmployment Agreement.     **16. **Taxes. The Company and Employee acknowledge and agree that the Company isauthorized to report income, and to withhold from any pay and/or benefits due the amount ofwithholding taxes due, and to take such other action as may be necessary in the opinion of theCompany to satisfy all obligations for the reporting and payment of such taxes. The Company shallnot be responsible for any taxes (including, without limitation, any taxes under Section 409A),penalties, interest, or other monetary amounts owed by Employee or any other person with respect toamounts payable, or benefits provided, pursuant to this Agreement or otherwise.     **ONCE YOU SIGN BELOW, THIS DOCUMENT WILL BECOME A LEGALLY ENFORCEABLE AGREEMENT UNDER WHICH YOUWILL BE GIVING UP RIGHTS AND CLAIMS YOU MAY HAVE, ON THE TERMS STATED IN THIS AGREEMENT.**     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first writtenabove.       By: */S/ David G. Lodge*       Name: David G. Lodge       UNITED COMMUNITY FINANCIAL CORP.       By: */S/ Douglas M. McKay*       Name: Douglas M. McKay  Title: Chairman of the Board and Chief Executive Officer       THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN OHIO       By: */S/ Douglas M. McKay*       Name: Douglas M. McKay  Title: Chairman of the Board and Chief Executive Officer
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