Exhibit 10.2
 UNITED STATES OF AMERICA
Before the
OFFICE OF THRIFT SUPERVISION
 )In the Matter of
    
    
    )
    
    
    Order No.: CN 10-34))UNITED COMMUNITY FINANCIAL
    
    
    )
    
    
    Effective Date: November 5, 2010CORP
    
    
    )))Youngstown, Ohio
    
    
    )OTS Docket No. H3075
    
    
    ))
 AMENDED ORDER TO CEASE AND DESIST
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE, IT IS ORDERED that:




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Cease and Desist.
  Amendment of Existing Order.
  Capital Plan.
 12. By December 31, 2010, the Holding Company shall submit to the Regional Director
for review and comment, a detailed written plan for enhancing the consolidated capital and
earnings of the Holding Company (Capital Plan). The Capital Plan shall cover the period
beginning with the quarter ending December 31, 2010 through the quarter ending December
31, 2012. At a minimum, the Capital Plan shall include:
 (a) establishment of a minimum
tangible capital ratio of tangible equity capital to total tangible assets commensurate
with the Holding Companys consolidated risk profile;
 (b) operating strategies to achieve
net income levels that will result in profitability;
 (c) quarterly cash flow projections
for the Holding Company on a consolidated basis through calendar year-end December 31, 2012
that identify both the sources of funds and the expected uses of funds;




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(d) detailed quarterly pro forma consolidated and unconsolidated Holding
Company balance sheets and income statements for the period covered by the
Capital Plan that reflect maintenance throughout the period of the Board
established minimum tangible equity capital ratio; and
 (e) detailed descriptions of
all relevant assumptions and projections and the supporting documentation for all
relevant assumptions and projections.
 13. Upon receipt of written notification from the Regional Director that the Capital
Plan is acceptable, the Holding Company shall implement and adhere to the Capital Plan. A
copy of the Capital Plan shall be provided to the Regional Director within seven (7) days
after Board approval.
 14. The Holding Company shall notify the Regional Director regarding any material
negative event affecting or that may affect the balance sheet, capital, or the cash flow of
the Holding Company within five (5) days after such event.
 15. Within forty-five days after the end after quarter, after implementation of
the Capital Plan, the Board shall review written quarterly variance reports on the Holding
Companys compliance with its Capital Plan (Variance Reports). The minutes of the Board
meeting shall fully document the Boards review and discussion. The Variance Reports shall:
 (a) identify variances in the Holding Companys actual performance during the preceding
quarter as compared to the projections set forth in the Capital Plan;
 (b) contain
an analysis and explanation of identified variances; and
 (c) discuss the specific
measures taken or to be taken by the Holding Company to address identified variances.




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16. A copy of each Variance Report shall be provided to the Regional Director within
seven (7) days after Board approval.
 Effective Date, Incorporation of Stipulation.
  IT IS SO ORDERED.
 OFFICE OF THRIFT SUPERVISIONBy:
    /s/ Daniel T. McKeeDaniel T. McKeeRegional Director, Central Region