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                                  EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this
"AGREEMENT"), is entered into this 31st day of December, 2003 ("Effective Date")
by and between The Home Savings and Loan Company of Youngstown, Ohio, a savings
and loan association incorporated under Ohio Law (hereinafter referred to as the
"COMPANY"), and Patrick A. Kelly, an individual (hereinafter referred to as the
"EXECUTIVE");

                                   WITNESSETH:

         WHEREAS, the EXECUTIVE is currently employed as the Senior Vice
President and Treasurer of the COMPANY;

         WHEREAS, as a result of the skill, knowledge and experience of the
EXECUTIVE, the Board of Directors of the COMPANY desires to continue to retain
the services of the EXECUTIVE as the Senior Vice President and Treasurer of the
COMPANY;

         WHEREAS, the EXECUTIVE desires to serve as the Senior Vice President
and Treasurer of the COMPANY; and

         WHEREAS, the EXECUTIVE and the COMPANY desire to enter into this
AGREEMENT to set forth the terms and conditions of the employment relationship
between the COMPANY and the EXECUTIVE;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the COMPANY and the EXECUTIVE, each party intending to be
legally bound, hereby agree as follows:

1.       Employment and Term.

         (a)      Term. Upon the terms and subject to the conditions of this
AGREEMENT, the COMPANY hereby employs the EXECUTIVE, and the EXECUTIVE hereby
accepts employment, as the Senior Vice President and Treasurer of the COMPANY.
The term of this AGREEMENT shall commence on December 31, 2003 and shall end on
December 31, 2006, unless extended by the COMPANY, with the consent of the
EXECUTIVE, as provided in subsection (b) of this Section 1 (hereinafter referred
to, together with such extensions, as the "TERM").

         (b)      Extension. Additionally, on, or before, each annual
anniversary date of the Effective Date, the Term of Agreement shall be extended
for up to an additional one-year period beyond the then effective Term upon a
determination and resolution of the Board of Directors that the performance of
the Executive has met the requirements and

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standards of the Board, and that the Term of such Agreement shall be extended
for such additional period. References herein to the Term of this Agreement
shall refer both to the initial term and successive terms. Any such extension
shall be subject to the consent of the EXECUTIVE.

2.       Duties of the EXECUTIVE.

                  (a)      General Duties and Responsibilities. The EXECUTIVE
shall serve as the Senior Vice President and Treasurer of the COMPANY. Subject
to the direction of the Board of Directors of the COMPANY and such EXECUTIVE'S
manager, the EXECUTIVE shall perform all duties and shall have all powers which
are commonly incident to the office of Senior Vice President and Treasurer or
which, consistent therewith, are delegated to him by the Board of Directors.

                  (b)      Devotion of Entire Time to the Business of the
COMPANY. The EXECUTIVE shall devote his entire productive time, ability and
attention during normal business hours throughout the TERM to the faithful
performance of his duties under this AGREEMENT. The EXECUTIVE shall not directly
or indirectly render any services of a business, commercial or professional
nature to any person or organization other than the COMPANY, United Community
Financial Corp. (hereinafter referred to as the "HOLDING COMPANY"), or its
subsidiaries without the prior written consent of the Board of Directors of the
COMPANY; provided, however, that the EXECUTIVE shall not be precluded from (i)
vacations and other leave time in accordance with Section 3 (d) below, (ii)
reasonable participation in community, civic, charitable or similar
organizations, (iii) reasonable participation in industry-related activities,
including, but not limited to, attending state and national trade association
meetings and serving as an officer, director or trustee of a state or national
trade association or Federal Home Loan Bank, (iv) serving as an officer or
director of the HOLDING COMPANY or its subsidiaries and receiving a salary,
director's fees or other compensation or benefits, as appropriate, or (v)
pursuing personal investments which do not interfere or conflict with the
performance of the EXECUTIVE'S duties to the COMPANY.

                  (c)      Standards. During the Term of this Agreement, the
Executive shall perform his duties in accordance with such reasonable standards
expected of executives with comparable positions in comparable organizations and
as may be established from time to time by the Board of Directors.

3.       Remuneration.

         (a)      Compensation. The EXECUTIVE shall receive during the TERM
compensation established by the applicable Compensation Committee of the Boards
of Directors. It is the intent of the COMPANY that the EXECUTIVE'S compensation
shall include the following components: (1) a base salary, payable in
installments not less often than monthly; (2) cash incentive compensation,
payable not less often than annually; and (3) long term incentive compensation.

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         (b)      Annual Review. On or before December 31st of each year,
commencing during the year including the Effective Date, the annual base salary
of the EXECUTIVE shall be reviewed by the Board of Directors of the COMPANY and
shall be set at an amount not less than $227,115.00, based upon the EXECUTIVE'S
individual performance and such other factors as the Board of Directors may deem
appropriate (hereinafter referred to as the "ANNUAL REVIEW").

         (c)      Executive Benefit Programs. During the TERM, the EXECUTIVE
shall be entitled to participate in all formally established benefit, bonus,
insurance, profit sharing plans, stock benefit plans and similar programs
(hereinafter collectively referred to as "BENEFIT PLANS"), in accordance with
the terms and conditions of such BENEFIT PLANS that are maintained by the
COMPANY or the HOLDING COMPANY from time to time and all EXECUTIVE benefit plans
or programs hereafter adopted in writing by the Board of Directors of the
COMPANY or the HOLDING COMPANY for which senior management personnel of the
COMPANY are eligible. Notwithstanding any statement to the contrary contained
elsewhere in this AGREEMENT, the COMPANY may at any time discontinue or
terminate any BENEFIT PLAN now existing or hereafter adopted, to the extent
permitted by the terms of such BENEFIT PLAN, and shall not be required to
compensate the EXECUTIVE for such discontinuance or termination to the extent
such discontinuance or termination pertains to all employees of the COMPANY who
are eligible participants at the time.

         (d)      Vacation and Sick Leave. The EXECUTIVE shall be entitled,
without loss of pay, to be absent voluntarily from the performance of his duties
under this AGREEMENT, in accordance with the policies periodically established
by the Board of Directors of the COMPANY for senior management officials of the
COMPANY. The EXECUTIVE shall be entitled to annual sick leave as established by
the Board of Directors of the COMPANY for senior management officials of the
COMPANY.

         (e)      Expenses. The COMPANY shall pay or reimburse the EXECUTIVE for
reasonable travel, entertainment and miscellaneous expenses incurred in
connection with the performance of his duties under this AGREEMENT, including
participation in industry-related activities upon furnishing timely
documentation to the COMPANY of such expenses incurred.

4.       Termination of Employment.

         (a)      General. The employment of the EXECUTIVE shall terminate at
any time during the TERM: (i) at the option of the COMPANY, upon the delivery by
the COMPANY of written notice of termination to the EXECUTIVE with or without
"Cause" (as defined hereinafter), or (ii) at the option of the EXECUTIVE, upon
delivery by the EXECUTIVE of written notice of termination to the COMPANY if the
present capacity or circumstances in which the EXECUTIVE is employed are
materially adversely changed (including, but not limited to, a material
reduction in responsibilities or authority or the assignment of duties or
responsibilities substantially inconsistent with those normally associated with
the EXECUTIVE'S position described in Section 2 (a) of

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this AGREEMENT, change of title or removal as a director of the COMPANY or the
HOLDING COMPANY, the requirement that the EXECUTIVE regularly perform his
principal executive functions more than thirty-five (35) miles from his primary
office as it existed of the date of this AGREEMENT or the EXECUTIVE'S benefits
provided under this AGREEMENT are reduced, unless the benefit reductions are
part of a Company-wide reduction. The following subsections (b), (c), (d) and
(e) of this Section 4 shall govern the obligations of the COMPANY to the
EXECUTIVE upon the occurrence of the events described in such subparagraphs. If
the EXECUTIVE terminates this AGREEMENT without the written consent of the
COMPANY, other than pursuant to Section 4(a)(ii) of this AGREEMENT, the
EXECUTIVE shall not receive, and shall have no right to receive, any
compensation or other benefits for any period after such termination and the
EXECUTIVE shall not engage in the financial institutions business as a director,
officer, EXECUTIVE or consultant for any business or enterprise which competes
with the principal business of the COMPANY or the HOLDING COMPANY or any of
their subsidiaries within Mahoning, Trumbull and Columbiana counties or any
other geographic area in which the COMPANY or the HOLDING COMPANY is doing
business for the unexpired TERM of this AGREEMENT. This non-compete provision
shall not apply in the event the EXECUTIVE terminates employment pursuant to
Section 4(a)(ii) of this AGREEMENT. The provisions of this subparagraph 4(a)
shall survive the termination of this AGREEMENT.

         (b)      Termination for Cause. In the event that the COMPANY
terminates the employment of the EXECUTIVE during the TERM because of the
EXECUTIVE'S personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure or refusal to
perform the duties and responsibilities assigned in this AGREEMENT, willful
violation of any law, rule or regulation (other than traffic violations or other
minor offenses), or final cease-and-desist order or material breach of any
provision of this AGREEMENT (hereinafter collectively referred to as "Cause"),
the EXECUTIVE shall not receive, and shall have no right to receive, any
compensation or other benefits for any period after such termination.

         (c)      Termination in Connection with CHANGE OF CONTROL. In the event
that the employment of the EXECUTIVE is terminated by COMPANY within one (1)
year before or after a CHANGE OF CONTROL (hereinafter defined) for any reason
other than Cause, death, or disability, or within one (1) year before or after a
CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S
option as provided in Section 4 (a) (ii) above, then the following shall occur:

                  (i)      The COMPANY shall promptly pay to the EXECUTIVE or to
his beneficiaries, dependents or estate an amount equal to the product of three
(3) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3)
of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively
referred to as "SECTION 280G").

                  (ii)     The EXECUTIVE, his dependents, beneficiaries and
estate shall: continue to be covered at the COMPANY'S expense under all health
and welfare benefit

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plans of the COMPANY in which the EXECUTIVE was a participant prior to the
effective date of the termination of his employment as if the EXECUTIVE were
still employed under this AGREEMENT until the earlier of the expiration of the
TERM or the date on which the EXECUTIVE is included in another employer's
benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution
from any of the COMPANY'S stock benefit plans in accordance with the terms and
conditions of any such plans; but the EXECUTIVE shall not accrue any further
benefit, vesting, or service credits under any qualified retirement plans
maintained by the COMPANY after the effective date of the EXECUTIVE'S
termination of employment.

                  (iii)    The EXECUTIVE shall not be required to mitigate the
amount of any payment provided for in this AGREEMENT by seeking other employment
or otherwise, nor shall any amounts received from other employment or otherwise
by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder,
except as specifically stated in subparagraph (ii) above.

                  (iv)     For purposes of this Agreement, a "CHANGE OF CONTROL"
shall mean any one of the following events:

         (A) the acquisition of ownership or power to vote more than 20% of the
         voting stock of the COMPANY or the HOLDING COMPANY, provided that
         acquisition of ownership or power to vote by a qualified employee stock
         ownership plan sponsored by the Company shall not be considered a
         CHANGE OF CONTROL;

         (B) the acquisition of the ability to control the election of a
         majority of the directors of COMPANY or the HOLDING COMPANY

         (C) during any period of three or less consecutive years individuals
         who at the beginning of such period constitute the Board of Directors
         of the COMPANY or the HOLDING COMPANY cease for any reason to
         constitute at least a majority thereof; provided, however, that any
         individual whose election or nomination for election as a member of the
         Board of Directors of the COMPANY or the HOLDING COMPANY was approved
         by a vote of at least two-thirds of the directors then in office shall
         be considered to have continued to be a member of the Board of
         Directors of the COMPANY or the HOLDING COMPANY;

         (D) the acquisition by any person or entity of "control" of the COMPANY
         within the meaning of 12 C.F.R. Section 303.81(c); or

         (E) an event that would be required to be reported in response to Item
         1 (a) of Form 8-K or Item 6 (e) of Schedule 14A pursuant to the
         Securities Exchange Act of 1934, as amended (hereinafter referred to as
         the "EXCHANGE ACT"), or any successor thereto, whether or not any class
         of securities of the Corporation is registered under the EXCHANGE ACT.

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For purposes of this paragraph, the term "person" refers to an individual or
corporation, partnership, trust, association or other organization, but does not
include the EXECUTIVE and any person or persons with whom the EXECUTIVE is
"acting in concert" within the meaning of 12 C.F.R. Section 303.81 (b).

                  (v)      "Golden Parachute" Provision. In the event that any
payments pursuant to this Section 4(c) would result in or contribute to the
imposition of a penalty tax pursuant to SECTION 280G and Internal Revenue Code
Section 4999, such payments shall be reduced to the maximum amount which may be
paid under SECTION 280G without exceeding such limits. Any payments made to the
EXECUTIVE pursuant to this AGREEMENT are subject to and conditioned upon their
compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.

                  (vi)     In the event the EXECUTIVE'S employment terminates
pursuant to this Section 4 (c), the EXECUTIVE shall not engage in the financial
institutions business as a director, officer, EXECUTIVE or consultant for any
business or enterprise which competes with the principal business of the COMPANY
or the HOLDING COMPANY or any of their subsidiaries within Mahoning, Trumbull
and Columbiana counties or any other geographic area in which the COMPANY or
HOLDING COMPANY is doing business for a period of eight (8) months from the
EXECUTIVE'S date of employment termination. In exchange for EXECUTIVE'S
agreement concerning non-competition, the COMPANY agrees to pay EXECUTIVE eight
(8) months of base salary.

         (d)      Death of the EXECUTIVE. The TERM shall automatically expire
upon the death of the EXECUTIVE. In such event, the EXECUTIVE'S estate shall be
entitled to receive the EXECUTIVE'S monthly base salary continuation for ninety
(90) days following the day death occurred, except as otherwise specified
herein.

         (e)      Disability of the EXECUTIVE. If the EXECUTIVE is unable to
perform the essential functions of the position assigned by reason of illness or
incapacity for a period up to one hundred and fifty (150) consecutive days,
then, despite the COMPANY'S efforts to reasonably accommodate such illness or
incapacity, the COMPANY may terminate this Agreement upon written notice to
EXECUTIVE. Upon termination, the EXECUTIVE may be eligible for long term
disability benefits under the COMPANY'S disability plan, subject to the terms
and conditions of that plan. In the event that the EXECUTIVE is (and continues
to be) eligible for long term disability benefits under the COMPANY'S disability
plan, then the EXECUTIVE shall be entitled to be covered under the health and
life insurance welfare benefits plans in which the EXECUTIVE was a participant
prior to the effective date of the termination of his employment as if the
EXECUTIVE were still employed under this AGREEMENT for a period of two (2) years
after the effective date of the EXECUTIVE'S termination of employment; be
eligible for benefit distribution from any of the COMPANY'S stock benefit plans
in accordance with the terms and conditions of any such plans; but the EXECUTIVE
shall not accrue any further benefit, vesting, or service credits under any

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qualified retirement plans maintained by the COMPANY after the effective date of
the EXECUTIVE'S termination of employment.

         (f)      Other Termination. In the event that the employment of the
EXECUTIVE is terminated by the COMPANY before expiration of the TERM for any
reason other than death, termination for Cause or termination in connection with
a CHANGE OF CONTROL, or disability, then the following shall occur:

                  (i)      The COMPANY shall be obligated to continue to pay on
at least a monthly basis, until the expiration of the TERM, to the EXECUTIVE,
his designated beneficiaries or his estate, the total compensation in effect at
the time of termination pursuant to Section 3 above, plus a cash bonus equal to
the cash bonus, if any, paid to the EXECUTIVE in the twelve month period prior
to the termination of employment.

                  (ii)     The EXECUTIVE shall continue to be covered at the
EXECUTIVE'S expense under all health and welfare benefits plans, in which the
EXECUTIVE was a participant prior to the effective date of the termination of
his employment as if the EXECUTIVE were still employed under this AGREEMENT
until the earlier of the expiration of the TERM or the date on which the
EXECUTIVE is included in another employer's benefit plans as a full-time
EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock
benefit plans in accordance with the terms and conditions of any such plans; but
the EXECUTIVE shall not accrue any further benefit, vesting, or service credits
under any qualified retirement plans maintained by the COMPANY after the
effective date of the EXECUTIVE'S termination of employment.

                  (iii)    The EXECUTIVE shall not be required to mitigate the
                           amount of any payment provided for in this AGREEMENT
                           by seeking other employment or otherwise, nor shall
                           any amounts received from other employment or
                           otherwise by the EXECUTIVE offset in any manner the
                           obligations of the COMPANY hereunder, except as
                           specifically stated in subparagraph (ii) above.

5.       Withholding. All payments required to be made by the COMPANY hereunder
         to the Executive shall be subject to the withholding of such amounts,
         if any, relating to Federal, State and local tax and other payroll
         deductions as the COMPANY may reasonably determine should be withheld
         pursuant to any applicable law or regulation.

6.       Indemnification; Insurance.

              (a) Indemnification. The COMPANY agrees to indemnify the Executive
                  and his heirs, executors, and administrators to the fullest
                  extent permitted under applicable law and regulations,
                  including, without limitation 12 U.S.C. Section 1828(k),
                  against any and all expenses and liabilities reasonably
                  incurred by the Executive in connection with or arising out of

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                  any action, suit or proceeding in which the Executive may be
                  involved by reason of having been a director or officer of the
                  Bank or any of its subsidiaries, whether or not the Executive
                  is a director or officer at the time of incurring any such
                  expenses or liabilities. Such expenses and liabilities shall
                  include, but shall not be limited to, judgments, court costs
                  and attorney's fees and the cost of reasonable settlements.
                  The Executive shall be entitled to indemnification in respect
                  of a settlement only if the Board of Directors of the Company
                  has approved such settlement. Notwithstanding anything herein
                  to the contrary, (I) indemnification for expenses shall not
                  extend to matters for which the Executive has been terminated
                  for, and (ii) the obligations of this Section shall survive
                  the termination of this Agreement. Nothing contained herein
                  shall be deemed to provide indemnification prohibited by
                  applicable law or regulation.

                  (b) Insurance. During the Term of the Agreement, the COMPANY
                  shall provide the Executive (and his heirs, executors, and
                  administrators) with coverage under a directors' and officers'
                  liability policy at the COMPANY's expense, at least equivalent
                  to such coverage otherwise provided to the other directors and
                  senior officers of the COMPANY.

7.       Special Regulatory Events. Notwithstanding the provisions of Section 4
of this AGREEMENT, the obligations of the COMPANY to the EXECUTIVE shall be as
follows in the event of the following circumstances:

                  (a)      If the EXECUTIVE is suspended and/or temporarily
prohibited from participating in the conduct of the COMPANY'S affairs by a
notice served under section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance
Act (hereinafter referred to as the "FDIA"), the COMPANY'S obligations under
this AGREEMENT shall be suspended as of the date of service of such notice,
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the COMPANY may pay the EXECUTIVE all or part of the compensation
withheld while the obligations in this AGREEMENT were suspended and reinstate,
in whole or in part, any of the obligations that were suspended;

                  (b)      If the EXECUTIVE is removed and/or permanently
prohibited from participating in the conduct of the COMPANY'S affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the FDIA, all obligations of
the COMPANY under this AGREEMENT shall terminate as of the effective date of
such order; provided, however, that vested rights of the EXECUTIVE shall not be
affected by such termination;

                  (c)      If the COMPANY is in default, as defined in section
3(x)(1) of the FDIA, all obligations under this AGREEMENT shall terminate as of
the date of default; provided, however, that vested rights of the EXECUTIVE
shall not be affected;

                  (d)      All obligations under this AGREEMENT shall be
terminated, except to the extent of a determination that the continuation of
this AGREEMENT is necessary for the continued operation of the COMPANY, (i) by
the Superintendent of

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Savings Banks, Department of Commerce (hereinafter referred to as
"Superintendent"), or his or her designee, at the time that the Federal Deposit
Insurance Corporation enters into an agreement to provide assistance to or on
behalf of the COMPANY under the authority continued in Section 13(c) of the FDIA
or (ii) by the Superintendent, or his or her designee, at any time the
Superintendent approves a supervisory merger to resolve problems related to the
operation of the COMPANY or when the COMPANY is determined by the Superintendent
to be in an unsafe or unsound condition; provided, however that no vested rights
of the EXECUTIVE shall not be affected by any such termination.

8.       Consolidation, Merger or Sale of Assets. Nothing in this AGREEMENT
shall preclude the COMPANY or the HOLDING COMPANY from consolidating with,
merging into, or transferring all, or substantially all, of their assets to
another corporation that assumes all their obligations and undertakings
hereunder. Upon such a consolidation, merger or transfer of assets, the term
"COMPANY" as used herein, shall mean such other corporation or entity, and this
AGREEMENT shall continue in full force and effect.

9.       Confidential Information. The EXECUTIVE acknowledges that during his
employment he will learn and have access to confidential information regarding
the COMPANY and its customers and businesses. The EXECUTIVE agrees not to
disclose or use for his own benefit, or the benefit of any other person or
entity, any confidential information, unless or until the COMPANY consents to
such disclosure or use of such information is otherwise legally in the public
domain. The EXECUTIVE shall not knowingly disclose or reveal to any unauthorized
person any confidential information relating to the HOLDING COMPANY, its
subsidiaries, or affiliates, or any of the businesses operated by them, and the
EXECUTIVE confirms that such information constitutes the exclusive property of
the COMPANY. The provisions of this Section 9 shall survive the termination or
expiration of this Agreement.

10.      Non-assignability. Neither this AGREEMENT nor any right or interest
hereunder shall be assignable by the EXECUTIVE, by the EXECUTIVE, his
beneficiaries or legal representatives without the COMPANY'S prior written
consent; provided, however, that nothing in this Section 10 shall preclude the
EXECUTIVE from designating a beneficiary to receive any benefits payable
hereunder upon his death or the executors, administrators or legal
representatives of the EXECUTIVE or his estate from assigning any rights
hereunder to the person or persons entitled thereto.

11.      No Attachment. Except as required by law, no right to receive payment
under this AGREEMENT shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy, or similar process of assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

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12.      Binding Agreement. This AGREEMENT shall be binding upon, and inure to
the benefit of, the EXECUTIVE and the COMPANY and its successors and assigns.

13.      Amendment of AGREEMENT. This AGREEMENT may not be modified or amended,
except by an instrument in writing signed by the parties hereto.

14.      Waiver. No term or condition of this AGREEMENT shall deemed to have
been waived, nor shall there be an estoppel against the enforcement of any
provision of this AGREEMENT, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver, unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than the act specifically waived.

15.      Severability. If, for any reason, any provision of this AGREEMENT is
held invalid, such invalidity shall not affect the other provisions of this
AGREEMENT not held so invalid, and each such other provision shall, to the full
extent consistent with applicable law, continue in full force and effect. If
this AGREEMENT is held invalid or cannot be enforced, then any prior AGREEMENT
between the COMPANY (or any predecessor thereof) and the EXECUTIVE shall be
deemed reinstated to the full extent permitted by law, as this AGREEMENT had not
been executed.

16.      Headings. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this AGREEMENT.

17.      Governing Law. This AGREEMENT has been executed and delivered in the
State of Ohio and its validity, interpretation, performance, and enforcement
shall be governed by the laws of the State of Ohio, except to the extent that
federal law is governing.

18.      Effect of Prior Agreements. This AGREEMENT contains the entire
understanding between the parties hereto and supersedes any prior employment
agreement between the COMPANY or any predecessor of the COMPANY and the
EXECUTIVE.

19.      Arbitration. Any dispute concerning the interpretation or application
of this AGREEMENT that cannot be resolved by mutual agreement of the COMPANY and
EXECUTIVE must be submitted for determination by an impartial arbitrator
selected in accordance with the American Arbitration Association's Employment
Dispute Resolution Rules.

20.      Notices. Any notice or other communication required or permitted
pursuant to this AGREEMENT shall be deemed delivered if such notice or
communication is in writing and is delivered personally or by facsimile
transmission or is deposited in the United States mail, postage prepaid,
addressed as follows:

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If to the COMPANY:

                  Chairman and CEO
                  The Home Savings and Loan Company
                  Of Youngstown, Ohio
                  275 Federal Plaza West
                  Youngstown, Ohio 44503

If to the EXECUTIVE:

                  Patrick A. Kelly
                  45 Timber Run Court
                  Canfield, Ohio 44406

         IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be
executed by its duly authorized officer, and the EXECUTIVE has signed this
AGREEMENT, each as of the day and year first above written.

                              THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN,
                              OHIO

                              By: /s/ Douglas M. McKay
                                  --------------------
                                  Chairman and Chief Executive Officer

                                  /s/ Patrick A. Kelly
                                  ---------------------
                                  Patrick A. Kelly

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