applicable condition and prerequisite for which either the Institutional Trustee or theTrustee is the intended beneficiary, to the exchange and cancellation of the above-referencedCapital Securities, Common Securities and Debt Securities; and     NOW THEREFORE, the Company, the Trust and the BNYM hereby agree as follows:     SECTION 1. INCORPORATION BY REFERENCE. Capitalized terms defined or referenced inthis Cancellation Direction and not otherwise defined or referenced herein are used herein asdefined or referenced in the Indenture or the Trust Agreement.     SECTION 2. CANCELLATION DIRECTION. By separate correspondence, the Company shalldeliver to the Trustee the Capital Securities and the Common Securities. Each of the Company andthe Trust hereby (a) consents to the cancellation of the Capital Securities, the Common Securitiesand the Debt Securities and (b) directs BNYM to cancel the Capital Securities, the CommonSecurities and the Debt Securities. Following cancellation of the Capital Securities, the CommonSecurities and the Debt Securities, there will be no Capital Securities or Common Securitiesoutstanding under the Trust Agreement and no Debt Securities outstanding under the Indenture.     SECTION 3. RELEASE. The Company and the Trust hereby release BNYM and agree toindemnify and hold BNYM (and its affiliates, directors, officers, stockholders, agents andemployees) harmless from any liability, loss, expense, claim or responsibility of any kind(including the reasonable fees and expenses of counsel and other experts) in respect of or arisingfrom actions taken (or not taken) in accordance with this Cancellation Direction, in whatevercapacity BNYM may be acting hereunder.     SECTION 4. LOST CERTIFICATES. In the event that the Company is unable to locate thecertificate(s) representing the Common Securities, it agrees that it will cooperate with the BNYMby providing such certifications and indemnities as may be required by the BNYM to protect BNYMfrom any liability resulting from such lost certificate and as may otherwise be requested by BNYMto facilitate cancellation of the Common Securities.     SECTION 5. BNYM ACCEPTANCE. BNYM shall not be responsible in any manner whatsoeverfor the validity or sufficiency of this Cancellation Direction or the due execution hereof by anyof the parties hereto or for or in respect of the recitals and statements contained herein, all ofwhich recitals and statements are made solely by the Company. Anything in this Agreementnotwithstanding, in no event shall BNYM be liable for special, indirect or consequential damages orlosses of any kind whatsoever (including lost profits) even if BNYM has been advised of such damageor loss and regardless of the form of action.     SECTION 6. COUNTERPARTS. This Cancellation Direction shall become effective onlyupon BNYM’s receipt of a counterpart of this Cancellation Direction duly executed by the all of theparties hereto. This Cancellation Direction may be executed in any number of counterparts, each ofwhich shall be deemed to be an original for all purposes, but such counterparts shall together bedeemed to constitute but one and the same instrument. The executed counterparts may be deliveredby facsimile transmission, which facsimile copies shall be deemed original copies.
 

 
     SECTION 7. EXPENSES. The Company agrees to promptly pay the reasonable attorneys’fees, expenses and disbursements of BNYM in connection with this Cancellation Direction.     SECTION 8. GOVERNING LAW. The laws of the State of New York shall govern thisCancellation Direction without regard to the conflict of law principles thereof.     SECTION 9. EXECUTION, DELIVERY AND VALIDITY. The Company and the Trust eachrepresents and warrants, solely on its own behalf, to BNYM that this Cancellation Direction hasbeen duly and validly executed and delivered by such party and constitutes its respective legal,valid and binding obligation, enforceable against such party in accordance with its terms. Eachfurther represents that the actions to be taken hereunder are authorized and permitted under theIndenture and the Trust Agreement, as applicable, and any condition precedent to taking suchactions has been satisfied.**(The remainder of this page is intentionally left blank.)**
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Cancellation Direction to be dulyexecuted as of the day and year first above written.      PVF CAPITAL CORP.