Exhibit 10.1
 EXCHANGE AGREEMENT
 ALESCO
PREFERRED FUNDING IV, LTD. COHEN & COMPANY
FINANCIAL MANAGEMENT, LLC PVF CAPITAL CORP.
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AGREEMENT
  Exchange of TruPS.
  Consideration for the Exchange.
 Exchange Price.
  (a)
    
    a cash payment of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00);(b)
    
    a number of shares of the Companys common
stock equal to $500,000.00 divided by the average daily closing price
of the Companys common stock for the twenty (20) business days prior
to the date of this Agreement (Common Stock); and(c)
    
    a warrant, in the form attached hereto as
Exhibit A (the Exhibit A Warrant), to purchase the lesser of 769,608
shares of the
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Companys common stock or (ii) the maximum number of
shares of the Companys common stock then issued and outstanding such
that the Alesco CDO, upon its exercise of the Exhibit A Warrant,
shall own 9.9% of the Companys common stock then issued and
outstanding; provided, however, that the maximum number of shares
that can be purchased shall not exceed 769,608 shares, and provided
further that in the event the Alesco CDO receives comfort from the
Office of Thrift Supervision (OTS) that allows it to rebut the
presumption that its holdings of the Companys common stock
constitute control of the Company for the purpose of the applicable
OTS regulations, clause (ii) shall have no effect. The Exhibit A
Warrant shall be exercisable within two (2) years of the Closing Date
and shall provide for purchase of the shares at a strike price equal
to the lesser of (i) $4.00 per share or (ii) in the event that the
Company consummates a public offering, other than pursuant to an
employee benefit plan of the Company, the public offering price for
shares of the Companys common stock in such offering or in the event
that the Company consummates a private placement of shares of its
common stock in exchange exclusively for cash consideration pursuant
to Regulation D, the Regulation D private placement offering price
for shares of the Companys common stock or (iii) the Conversion
Price (as defined in Section 2.1(d) below).
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(d)
    
    a warrant, in the form attached hereto as
Exhibit B (the Exhibit B Warrant) to purchase the lesser of (i) the
Allowable Number (as defined below) of shares of the Companys common
stock or (ii) the maximum number of shares of the Companys common
stock
then issued and outstanding such that the Alesco CDO, upon its
exercise of the Exhibit B warrant, shall own 9.9% of the Companys
common stock then issued and outstanding; provided, however, that the
maximum number of shares that can be purchased shall not exceed the
Allowable Number, and provided further that in the event the Alesco
CDO receives comfort from OTS that allows it to rebut the presumption
that its holdings of the Companys common stock constitute control of
the Company for the purpose of the applicable OTS regulations, clause
(ii) shall have no effect. The Exhibit B Warrant shall be
exercisable within two years of the Closing Date only in the event
that the Capital II Agreement (as defined below) is consummated by
the Company, and shall provide for the purchase of the Companys
common stock at the Conversion Price (as defined below). The
Capital II Agreement shall be the written agreement, if any,
executed by the Company within one (1) year of the Closing Date, in
regard to the Companys purchase of capital securities of PVF Capital
Trust II, which provides for the exchange of the Companys shares of
common stock for capital securities of PVF Capital Trust II. The
Conversion Price shall be equal to the price, if any, utilized in
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the Capital II Agreement to determine the number of shares of the
common stock of the Company to be exchanged for capital securities of
PVF Capital Trust II exclusive of any warrants, warrant shares or
warrant prices. By way of example for illustrative purposes, if the
Capital II Agreement provided for
terms identical to those provided in this Agreement, then the
Conversion Price would be the average daily closing price of the
Companys common stock for the twenty (20) business days prior to the
date of the Capital II Agreement. The Allowable Number shall be the
lesser of (i) 9.9% of the Companys common stock exchanged at the
Conversion Price pursuant to the Capital II Agreement exclusive of
any warrants or warrant shares or (ii) 1,546,991 less the sum of
769,608 plus the number of shares issued pursuant to Section 2.1(b)
above.
 Payment of Exchange Price.
  Representations and Warranties of the Alesco CDO regarding the Common Stock
  (a)
    
    (i) The Alesco CDO is familiar with the nature
of and risks involved in an investment in the Common Stock, (ii) is
financially capable of bearing the economic risk of this investment,
and (iii)
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has carefully considered and evaluated the risks and
advantages of receiving the Common Stock.(b)
    
    The Alesco CDO understands that (i) the Common
Stock has not been registered under the Securities Act of 1933, as
amended (hereinafter referred to as the 1933 Act) or any state
securities laws, (ii) the Common Stock is being acquired for investment
and
agrees and represents that it will not sell or distribute the Common
Stock or any portion thereof without compliance with all applicable
securities laws.(c)
    
    The Alesco CDO is fully aware that the Common
Stock is being issued and sold in reliance upon an exemption provided
for by the 1933 Act and the applicable state securities laws, on the
basis that no public offering is involved, and that the representations
set forth in this Agreement are being relied upon by the Company and
are essential to the availability of such exemption.(d)
    
    The Alesco CDO acknowledges and understands
that the certificate evidencing its ownership of the Common Stock will
be imprinted with a legend substantially in the following form:THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
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(e)
    
    The Alesco CDO is acquiring the Common Stock
for its own account.(f)
    
    The offer and purchase of the Common Stock was
initiated in a private, negotiated transaction between the Alesco CDO
and Company, and no general solicitation was utilized by the Company.(g)
    
    The Alesco CDO is a resident, for tax and other
purposes, of the Cayman Islands.(h)
    
    The Alesco CDO is an Accredited Investor (as
such term is defined in Rule 501 promulgated under the 1933 Act) and
the Alesco CDO is an Accredited Investor due to his meeting the
following class of Accredited Investor:An organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended; or a corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific
purpose of acquiring the Common Stock, with total assets in excess of
$5,000,000.
 Representations and Warranties of the Alesco CDO.
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Execution and Validity (the Alesco CDO).
  Execution and Validity (Manager).
  Organization and Qualification.
  Absence of Encumbrances (the Alesco CDO).
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Absence of Encumbrances (Manager).
  Absence of Violations.
  Consents.
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Brokers.
  Representations and Warranties of Company.
  Execution and Validity.
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Organization and Qualification.
  Absence of Encumbrances.
  Absence of Violations.
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Consents.
  Litigation and Governmental Matters.
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Compliance.
  Brokers.
  Securities Registration.
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Covenants of the Alesco CDO.
  Cooperation.
  Certain Acts.
  Governmental Filings.
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No Shop; Standstill.
  Covenants of Company.
  Cooperation.
  Certain Acts.
  Registration Rights.
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Governmental Filings.
  Conditions Precedent to the Obligations of the Alesco CDO.
  Representations and Warranties.
  Performance.
  Absence of Litigation.
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Consents.
  Conditions Precedent to Obligations of Company.
  Representations and Warranties.
  Performance.
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Absence of Litigation.
  Consents.
  Closing and Post-Closing Covenants.
 Time and Place.
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Obligations of the Alesco CDO.
  
       Obligations of the Company.
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Indemnification.
 Indemnification by Alesco CDO.
  Indemnification by Company.
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Notice of Indemnification
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Basket.
  Termination.
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Release.
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Specific Performance.
 Miscellaneous.
 Notices.
  To Alesco CDO:
    
    ALESCO PREFERRED FUNDING IV, LTD.c/o Cohen & Company Financial Management, LLC2929 Arch Street, 17th FloorPhiladelphia, PA 19104-2870Attn: Samuel Hillier, DirectorFax: (215) 701-8282Email: shillier@cohenandcompany.com
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With a Copy to:
    
    DECHERT LLP2929 Arch StreetPhiladelphia, PA 19104Attn: Ralph R. Mazzeo, Esq.Fax: (215) 994-2222Email: ralph.mazzeo@dechert.comTo Manager:
    
    COHEN & COMPANY FINANCIAL MANAGEMENT, LLC2929 Arch Street, 17th FloorPhiladelphia, PA 19104-2870Attn: Samuel Hillier, DirectorFax: (215) 701-8282Email: shillier@cohenandcompany.comWith a Copy to:
    
    DECHERT LLP2929 Arch StreetPhiladelphia, PA 19104Attn: Ralph R. Mazzeo, Esq.Fax: (215) 994-2222Email: ralph.mazzeo @dechert.comTo Company:
    
    PVF CAPITAL CORP.30000 Aurora RoadSolon, Ohio 44139Attn: Chief Executive OfficerFax: (440) 914-3916
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With a copy to:
    
    Krugliak, Wilkins, Griffiths& Dougherty Co., L.P.A.4775 Munson St. N.W.P.O. Box 36963Canton, Ohio 44735-6963Attn: Randall C. Hunt,Fax: (330) 497-4020Email: rchunt@kwgd.com
  Entire Agreement.
  Amendment.
  Binding Effect.
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Waiver.
  Captions.
  Construction.
  Sections and Schedules.
  Severability.
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Absence of Third-Party Beneficiaries.
  Business Day.
  Assignment.
  Other Documents.
  Governing Law.
  Attorneys Fees.
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Public Disclosure.
  Counterparts.
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ALESCO PREFERRED FUNDING IV, LTD.
By: COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely in its capacity as ManagerBy:
    /s/ Samuel HillierName:
    Samuel HillierTitle:
    DirectorPVF CAPITAL CORP.,By:
    /s/ Marty E. AdamsName:
    Marty E. AdamsTitle:
    Interim CEOCOHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely as to Sections 3.2 and 3.5By:
    /s/ Samuel HillierName:
    Samuel HillierTitle:
    Director 30