<PAGE>

                                                                    Exhibit 10.2

                              SEVERANCE AGREEMENT

         This AGREEMENT is made and entered into this 26th day of October, 1999,
by and among PVF Capital Corp. (the "Corporation"), a corporation organized
under the laws of the State of Ohio, Park View Federal Savings Bank (the
"Bank"), an OTS-chartered, FDIC-insured savings association with its main office
located in Cleveland, Ohio and C. Keith Swaney (the "Executive"). Any reference
to the "Board of Directors" herein shall mean the Board of Directors of the
Corporation or the Bank or a committee serving at the pleasure of the Board of
Directors of the Bank. Any reference to "FDIC" herein shall mean the Federal
Deposit Insurance Corporation. Any reference to "OTS" shall mean the Office of
Thrift Supervision.

         WHEREAS, the Executive serves as an employee of the Bank;

         WHEREAS, the Corporation, the Bank and the Executive are parties to a
Severance Agreement dated July 1, 1998; and

         WHEREAS, the parties hereto desire that this Agreement supersede and
replace in its entirety the July 1, 1998 Severance Agreement;

         NOW THEREFORE, in consideration of the performance of the
responsibilities of the Executive and upon the other terms and conditions
hereinafter provided, the parties hereto agree as follows:

1.       NO EMPLOYMENT CONTRACT

         The parties hereto acknowledge and agree that this Agreement is not a
management or employment agreement and that nothing in this Agreement shall give
the Executive any rights or impose any obligations to continued employment by
the Bank or Corporation or any subsidiary or successor of the Bank or
Corporation, nor shall it give the Bank or Corporation any rights or impose any
obligations for the continued performance of duties by the Executive for the
Bank or Corporation or any subsidiary or successor of the Bank or Corporation.


<PAGE>

2.       TERM OF AGREEMENT

         The initial term of this Agreement shall be for a period of three (3)
years commencing November 1st, 1999 (hereafter referred to as the "Anniversary
Date"). Commencing on the first Anniversary Date of this Agreement, and
continuing at each Anniversary Date thereafter, the Agreement shall
automatically renew for one (1) additional year beyond the then effective
expiration date only upon a determination and resolution of the Board of
Directors that the performance of the Executive has met the requirements and
standards of the Board and that such term shall be extended. If the Board of
Directors determines not to extend the term, it shall promptly so notify the
Executive, with such election by the Board not to extend the term not to
otherwise affect the then effective term of this Agreement. Reference herein to
the term of this Agreement shall refer both to such initial term and such
extended terms. Unless sooner terminated as set forth herein, this contract
shall terminate when the Executive reaches age sixty-five (65).

3.       TERMINATION FOR CAUSE

         If the Corporation or Bank terminates the Executive's employment for
cause (as defined below), all of the Bank's and Corporation's obligations
hereunder shall immediately terminate as of the termination date. For purposes
of this Agreement, termination "for cause" shall mean only the following events:
(i) personal dishonesty; (ii) incompetence; (iii) material breach of any
provision of this Agreement; (iv) breach of fiduciary duty involving personal
profit; (v) intentional failure to perform stated duties; (vi) a material breach
of the reasonable policies and procedures for the operation of the Bank provided
to the Executive by formal action of the Bank's Board of Directors; (vii)
willful violation of any law, rule, regulation (other than a law, rule or
regulation relating to a traffic violation or similar offense) or final
cease-and-desist order; or (viii) willful misconduct.

4.       VOLUNTARY TERMINATION OF AGREEMENT



                                       2
<PAGE>

         This Agreement may be terminated by the Executive at any time upon
ninety (90) days' written notice to either the Bank or the Corporation or upon
such shorter period as may be agreed upon between the Executive and the Board of
Directors.

5.       GOVERNMENTAL TERMINATION OF AGREEMENT

         (a) If the Executive is removed from office and/or permanently
prohibited from participating in the conduct of the Bank's or the Corporation's
affairs by an order issued under Section 8(e) of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1818(e), all obligations of the Bank and the Corporation
under this Agreement shall terminate, as of the effective date of the order.

         (b) If the Bank is in default (as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act), all obligations under this Agreement shall
terminate.

         (c) All obligations under this Agreement shall be terminated, except to
the extent determined that continuation of the contract is necessary for the
continued operation of the Bank, by the Director of the OTS or his or her
designee at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act, or by the Director of the OTS or his or her
designee at the time the Director of the OTS or his or her designee approves a
supervisory merger to resolve problems related to the operation of the Bank or
when the Bank is determined by the Director of the OTS to be in an unsafe or
unsound condition. Any rights of the parties that have already vested, however,
shall not be affected by such action.

         (d) If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
Section 1818(e)(3) or (g)(1), the Corporation's and the Bank's obligations under
subparagraphs 6(a),


                                       3
<PAGE>

(b) and (c) of this Agreement shall be suspended as the date of service, unless
stayed by appropriate proceedings.

         (e) If the charges in the notice referenced in subparagraph 5(d) are
dismissed, the Board of Directors may in its discretion:

         (i)      pay the Executive all or part of the severance benefits while
                  the Corporation's and the Bank's contract obligations were
                  suspended, and

         (ii)     reinstate (in whole or in part) any of the Corporation's and
                  the Bank's obligations which were suspended as required in
                  subparagraph (d) above.

6.       SEVERANCE PAYMENTS OR TERMINATION BENEFITS

         For purpose of this Agreement, the severance payments and termination
benefits specified in this Paragraph 6 shall be payable to the Executive
subsequent to the occurrence of one of the following events:

         (i)      Involuntary termination of the Executive's employment with the
                  Bank or Corporation with or within one (1) year after a Change
                  in Control, other than for Cause or pursuant to Paragraphs 4
                  or 5 of this Agreement. For purposes of this section, Change
                  in Control shall have the same meaning as such term is defined
                  in Paragraph 8, and Cause shall have the same meaning as such
                  term is defined in Paragraph 3.

         (ii)     Voluntary or involuntary termination for Good Reason, as
                  defined in Paragraph 7, and other than for Cause or pursuant
                  to Paragraphs 4 or 5 of this Agreement.

         (a) Upon the Executive's termination as a result of one of the events
specified in this Paragraph 6, the Bank or Corporation shall pay to Executive,
or in the event of his subsequent death, his beneficiary or beneficiaries, or
his estate as the case may be, as severance pay or liquidated damages, or both,
a sum equal to two times the Executive's annual compensation. For purposes of
this Paragraph, compensation shall be defined as the Executive's then current
base salary, plus annual incentive compensation for the calendar year
immediately preceding the year in which the above-mentioned event occurs. Such
payment



                                       4
<PAGE>

shall be paid to the Executive in a lump sum within thirty (30) days of the
Executive's date of termination. The amount payable to the Executive hereunder
shall not be reduced to account for the time value of money or discounted to
present value.

         (b) Upon the Executive's termination as a result of one of the events
specified in this Paragraph 6, the Bank or Corporation shall cause the Executive
to become fully vested in any qualified and/or nonqualified plans, programs or
arrangements in which the Executive participated, notwithstanding any provisions
contained in the respective Agreement of the plan, program or arrangement. The
Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's
matching and/or profit sharing which would have been paid had the Executive
remained in the employ of the Bank throughout the remainder of the 401(k) Plan
year.

         (c) Upon the Executive's termination as a result of one of the events
specified in this Paragraph 6, the Corporation or Bank will cause to be
continued life, health and disability insurance coverage substantially identical
to the coverage maintained by the Bank or the Corporation for the Executive
prior to his severance. Such coverage shall cease upon the earlier of
Executive's employment by another employer or twelve (12) months from such
termination. Upon the expiration of the twelve (12) month period, Executive
shall have the option of continuing health insurance coverage at his/her own
expense for a period not less than the number of months by which the
Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period
exceeds twelve (12) months.

         (d) The Executive shall not be required to mitigate the amount of any
payment required hereunder by seeking other employment or otherwise nor shall
the amount paid hereunder be reduced or offset by any compensation earned or
received by the Executive as a result of employment with another employer or
self- employment. The amount paid hereunder shall not be reduced by any other
plan, program, policy


                                       5
<PAGE>

or arrangement of the Bank or Corporation. Benefits provided under Paragraph
6(c) shall be reduced to the extent comparable benefits are actually received by
the Executive from or through another employer.

7. GOOD REASON

         For purposes of this Agreement, "Good Reason" means the occurrence of
any of the events or conditions described in subparagraphs (a) through (f)
hereof without the Executive's express written consent; provided the Executive's
right to terminate his employment pursuant to this Paragraph 7 shall not be
affected by his incapacity due to physical or mental illness.

         (a)      A change in the Executive's status, title, position or
                  responsibilities (including reporting responsibilities) which,
                  in the Executive's reasonable judgment, does not represent a
                  promotion from his status, title, position or responsibilities
                  as in effect immediately prior thereto; the assignment to the
                  Executive of any duties or responsibilities which, in the
                  Executive's reasonable judgment, are inconsistent with such
                  status, title, position or responsibilities; or any removal of
                  the Executive from or failure to reappoint him to any of such
                  positions, except in connection with the termination of his
                  employment for (i) Cause, (ii) pursuant to Paragraphs 4 or 5,
                  (iii) by the Executive other than for Good Reason;

         (b)      A material reduction by the Bank or the Corporation in the
                  Executive's base salary;

         (c)      The relocation of Executive's principal place of employment to
                  a location that is more than thirty-five (35) miles from the
                  location where Executive was principally employed immediately
                  prior to such relocation or the Bank's or the Corporation's
                  requiring the Executive to be based at any place other than
                  the location where the Executive was based immediately prior
                  to such change, except for reasonably required travel (as
                  determined by the Board of Directors) on the Bank's or the
                  Corporation's business;

         (d)      The failure by the Bank or the Corporation to continue to
                  provide the Executive with benefits substantially similar to
                  those provided to him under any of the employee benefit plans
                  in which the Executive becomes a participant, or the taking of
                  any action by the Bank or the Corporation which would directly
                  or indirectly materially reduce any of such benefits or
                  deprive the Executive of any material fringe benefit enjoyed
                  by him;

         (e)      Death prior to retirement. If the Executive dies while
                  actively employed by the Bank or Corporation prior to
                  retirement; or

         (f)      Disability prior to retirement. If the Executive becomes
                  totally disabled while actively employed by the Bank or
                  Corporation prior to retirement. For purposes of this
                  agreement, the term "totally disabled" means that because of
                  injury or sickness, the Executive is unable to perform his
                  duties.


                                       6
<PAGE>

8.       CHANGE IN CONTROL

         (a) If there is a Change in Control of the Bank or Corporation during
the term of this Agreement, the Executive shall be entitled to severance
payments and/or termination benefits as described in Paragraph 6 if the
Executive's employment with the Bank or the Corporation is involuntarily
terminated in connection with or within one (1) year after the Change in
Control, other than for Cause or pursuant to Paragraphs 4 or 5. This payment
shall also be made in the case of the Executive's voluntary termination of
employment for Good Reason (as defined in Paragraph 7) in connection with or
within one (1) year after a Change in Control of the Bank or Corporation. Such
voluntary termination of employment for Good Reason in connection with or within
one (1) year after a Change in Control of the Bank or Corporation shall not
constitute a termination for Cause or a voluntary termination subject to
Paragraph 4 of this Agreement.

         (b) For purposes of this Agreement, "Change in Control of the Bank or
Corporation" means:

         (i)      The acquisition by a person or persons acting in concert of
                  the power to vote twenty-five percent (25%) or more of a class
                  of the Corporation's voting securities;

         (ii)     the acquisition by a person of the power to direct the Bank's
                  or Corporation's management or policies, if the Board of
                  Directors or the OTS has made a determination that such
                  acquisition constitutes or will constitute an acquisition of
                  control of the Bank or Corporation for the purposes of the
                  Savings & Loan Holding Company Act or the Change in Bank
                  Control Act and the regulations thereunder;

         (iii)    during any period of two (2) consecutive years during the term
                  of this Agreement, individuals who at the beginning of such
                  period constitute the Board of Directors of the Bank or the
                  Corporation cease, for any reason, to constitute at least a
                  majority thereof, unless the election of each director who was
                  not a director at the beginning of such period has been
                  approved in advance by directors representing at least two-
                  thirds (2/3) of the directors then in office who were
                  directors in office at the beginning of the period;

         (iv)     the Corporation shall have merged into or consolidated with
                  another corporation, or merged another corporation into the
                  Corporation, on a basis whereby less than fifty percent (50%)
                  of the total voting power of the surviving corporation is
                  represented by


                                       7
<PAGE>

                  shares held by former shareholders of the Corporation prior to
                  such merger or consolidation; or

         (v)      the Corporation shall have sold to another person (i)
                  substantially all of the Corporation's assets or (ii) the
                  Bank. The term "person" refers to an individual, corporation,
                  partnership, trust, association, joint venture, pool,
                  syndicate, sole proprietorship, unincorporated organization or
                  other entity.

9.       WITHHOLDING OF TAXES

         The Bank or Corporation may withhold from any benefits payable under
this Agreement all Federal, state, city or other taxes as may be required
pursuant to any law, governmental regulation or ruling.

10.      PAYMENT OF LEGAL AND/OR ACCOUNTING FEES

         Reasonable legal and/or accounting fees and expenses paid or incurred
by the Executive pursuant to any dispute or question of interpretation relating
to the Agreement shall be paid or reimbursed by the Corporation in accordance
with the following:

         (a)      If the Executive, the Bank or the Corporation initiates a
                  proceeding and the Executive prevails, all reasonable legal
                  and/or accounting fees and expenses shall be paid by the
                  Corporation.

         (b)      If the Executive initiates a proceeding and does not prevail
                  on his claim, then the Corporation shall reimburse the
                  Executive for all legal and/or accounting fees and expenses
                  but not to exceed the sum of $25,000.

11.      SUCCESSOR ORGANIZATION

         The obligations of the Corporation and the Bank as set forth herein
shall continue to be the obligation of any successor organization, any
organization which purchases substantially all of the liabilities of the
Corporation or the Bank, as well as any organization which assumes substantially
all of the liabilities of the Corporation or the Bank whether by merger,
consolidation, or other form of business


                                       8
<PAGE>

combination. This Agreement is personal to the Executive and the Executive may
not delegate his duties hereunder.

12.      NOTICES

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
or mailed, certified or registered mail, return receipt requested, with postage
prepaid to the following addresses or to such other address as either party may
designate by like notice.

         (a) If to the Corporation, to:

                                            PVF Capital Corp.
                                            Corporate Center
                                            2618 North Moreland Boulevard
                                            Cleveland, Ohio 44120
                                            Attn: Vice President and Secretary

         (b) If to the Bank, to:

                                            Park View Federal Savings Bank
                                            Corporate Center
                                            2618 North Moreland Boulevard
                                            Cleveland, Ohio 44120
                                            Attn: Corporate Secretary

         (c) If to the Executive, to:       C. Keith Swaney
                                            [RESIDENCE ADDRESS NOT SHOWN]

and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.

13.      AMENDMENTS

         No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties, except as herein otherwise provided.


                                       9
<PAGE>

14.      PARAGRAPH HEADINGS

         The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.

15.      SEVERABILITY

         The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions here.

16.      GOVERNING LAW

         This Agreement shall, except to the extend that federal law (including
any law, rule, or regulations of the OTS or the FDIC) shall be deemed to apply,
be governed by and construed and enforced in accordance with the laws of Ohio.

17.      ARBITRATION

         Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in accordance with the
rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

18.      SAFETY AND SOUNDNESS LIMITATIONS

         Notwithstanding any other provision of this Agreement, no severance
benefits under Paragraph 8 shall be paid or payable in respect of any year in
which the Bank (i) fails to meet any applicable capital requirements imposed by
Part 567 of the OTS regulations (or successor regulations) after giving effect
to the payment of severance benefits hereunder, (ii) receives or maintains a
safety and soundness CAMEL rating of 4 or 5 from the OTS, or (iii) is subject to
a proceeding to terminate deposit insurance. Severance benefits can be paid
under clause (i) above to the extent that such payment would not cause the Bank
to fail to meet any applicable capital requirements imposed by part


                                       10
<PAGE>

567 of the OTS regulations. In addition, no severance benefits under Paragraph 8
shall be paid or payable if the Executive has committed any fraudulent act or
omission or other fiduciary breach that had or is likely to have a material
adverse affect on the bank or the Corporation.


19. ENTIRE AGREEMENT

         This Agreement supersedes the July 1, 1998 Severance Agreement by and
among the Corporation, the Bank and the Executive.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first herein above written.


WITNESSES:                      PVF CAPITAL CORP.

/s/ Adeline Novak               By:  /s/ James W. Male
--------------------------           -------------------------------------------
                                     James W. Male
/s/ Terri Ann Grodell           Its: Chairman of the Board
--------------------------


                                PARK VIEW FEDERAL SAVING BANK

                                By:  /s/ Stuart D. Neidus
                                     -------------------------------------------
                                     Stuart D. Neidus
                                Its: Chairman of the Compensation
                                     Committee

                                EXECUTIVE

                                /s/ C. Keith Swaney
                                ------------------------------------------------
                                C. Keith Swaney


                                       11
<PAGE>


County of Cuyahoga         )
                                ) ss:
State of Ohio              )

         Before me this 8th day of December, 1999, personally appeared the above
named James W. Male, Stuart D. Neidus and C. Keith Swaney, who acknowledged that
they did sign the foregoing instrument and that the same was their free act and
deed.

                                         /s/ Theresa Grodell
                                         --------------------------------
(Notary Seal)                            Notary Public

                                         THERESA GRODELL, Notary Public
                                             State of Ohio
                                         My Commission Expires Jan. 26, 2004








                                       12
<PAGE>


                  [PARK VIEW FEDERAL SAVINGS BANK LETTERHEAD]


                                        January 29, 2001


Mr. C. Keith Swaney
Park View Federal Savings Bank
Corporate Center
30000 Aurora Road
Solon, OH 44139


                      RE: Amendment to Severance Agreement

Dear Keith:

     The purpose of this letter is to memorialize in writing certain changes to
your Severance Agreement dated the 26th day of October, 1999 (the "Agreement"),
which changes, we, PVF Capital Corp. (the "Corporation") and Park View Federal
Savings Bank (the "Bank"), have agreed to. In accordance with the terms of the
Agreement, particularly Section 13 ("Amendments") thereof, please signify your
consent to these changes by executing this letter and returning it to the Bank.

     The changes we have agreed to are as follows:

1.   Section 3 ("Termination for Cause") of the Agreement shall be revised by
     deleting the second sentence in its entirety ("As used herein, "for cause"
     shall mean....") and inserting the following:

          For purposes of this Agreement, termination "for cause" shall mean
          only the following events: (i) personal dishonesty; (ii) incompetence;
          (iii) material breach of any provision of this Agreement; (iv) breach
          of fiduciary duty involving personal profit; (v) intentional failure
          to perform stated duties; (vi) a material breach of the reasonable
          policies and procedures for the operation of the Bank provided to the
          Executive by formal action of the Bank's Board of Directors; (vii)
          willful violation of any law, rule, regulation (other than a law, rule
          or regulation relating to a traffic violation or similar offense) or
          final cease-and-desist order; or (viii) willful misconduct.

2.   Section 12 ("Notices") of the Agreement shall be revised by deleting the
     Corporation and Bank addresses listed in subsection (a) and (b),
     respectively, and inserting the following:

     (a) If to the Corporation, to:

                               PVF Capital Corp.
                               Corporate Center
                               30000 Aurora Road
                               Solon, OH 44139




<PAGE>

Amendment to Severance Agreement
January 29, 2001
Pg 2


     (b) If to the Bank, to:

                         Park View Federal Savings Bank
                         Corporate Center
                         30000 Aurora Road
                         Solon, OH 44139

     Please signify your acceptance of and agreement to the foregoing changes by
executing this letter in the space provided and returning it to the Bank. The
changes will become effective upon receipt by the Bank of this letter executed
by you.


                                     PVF CAPITAL CORP.

                                     By:  /s/ John R. Male
                                          --------------------------------------
                                          John R. Male
                                     Its: Chairman of the Board


PARK VIEW FEDERAL SAVINGS BANK

                                     By:  /s/ Stanley T. Jaros
                                          --------------------------------------
                                          Stanley T. Jaros
                                     Its: Chairman of the Compensation Committee

Accepted and agreed to this 30th day of January, 2001, by the undersigned
Executive.

                                     EXECUTIVE

                                          /s/ C. Keith Swaney
                                          --------------------------------------
                                          C. Keith Swaney


                                       2

<PAGE>

                               SEVERANCE AGREEMENT
                                    AMENDMENT

     WHEREAS, PVF Capital Corp. (the "Corporation"), Park View Federal Savings
Bank (the "Bank"), and C. Keith Swaney (the "Executive") previously entered into
a Severance Agreement, originally effective as of October 26, 1999 (the
"Agreement"); and

     WHEREAS, the parties desire to amend the Agreement to update the benefits
provided to the Executive and to provide the Executive with certain tax
indemnification in the event of a change in control of the Corporation and the
Bank; and

     WHEREAS, Section 13 of the Agreement provides for its amendment by means of
a written instrument signed by the parties.

     NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:

                                  FIRST CHANGE

     Section 6(a) of the Agreement shall be deleted in its entirety and replaced
with the following:

         (c) Upon the Executive's termination as a result of one of the events
             specified in this Paragraph 6, the Bank or Corporation shall pay to
             Executive, or in the event of his subsequent death, his beneficiary
             or beneficiaries, or his estate, as the case may be, a sum equal to
             three (3) times the Executive's annual compensation. For purposes
             of this paragraph, "annual compensation" shall be defined as the
             Executive's then current base salary plus annual incentive
             compensation for the calendar year immediately preceding the year
             in which the above-mentioned event occurs. Such payment shall be
             paid to the Executive in a lump sum within thirty (30) days of the
             Executive's date of termination. The amount payable to the
             Executive hereunder shall not be reduced for the time value of
             money or discounted to present value.

                                  SECOND CHANGE

     The following shall be added as Section 20 of the Agreement:

     20. TAX INDEMNIFICATION

         (a) For purposes of this Agreement, "Covered Benefits" shall mean any
             payment or benefit paid or provided to the Executive by the Bank,
             the Corporation or any affiliate or successor in interest (whether
             pursuant to this Agreement or otherwise) that, in the opinion of
             Tax Counsel (as defined below), might reasonably be expected to be
             subject to any excise tax (the "Excise Tax") imposed under Section
             4999 of the Internal Revenue Code of 1986, as




<PAGE>

             amended (the "Code"). In the event that the Executive shall receive
             Covered Benefits, the Corporation shall pay to the Executive an
             additional amount (the "Gross-Up Payment"), so that the net amount
             retained by the Executive from the Gross-Up Payment, after
             deduction of any federal, state and local income taxes, Excise Tax,
             and FICA and Medicare withholding taxes on the Gross-Up Payment,
             shall be equal to the Excise Tax on the Covered Benefits. For
             purposes of determining the amount of the Excise Tax on the Covered
             Benefits, the amount of the Covered Benefits that shall be taken
             into account in calculating the Excise Tax shall be equal to (i)
             the Covered Benefits, less (ii) the amount of such Covered Benefits
             that, in the opinion of tax counsel selected by the Company and
             reasonably acceptable to the Executive ("Tax Counsel"), are not
             parachute payments (within the meaning of Section 280G(b)(1) of the
             Code).

         (b) For purposes of this Section 20, the Executive shall be deemed to
             pay federal income taxes at the highest marginal rate of federal
             income taxation in the calendar year in which the Excise Tax is
             payable and state and local income taxes at the highest marginal
             rate of taxation in the state and locality of the Executive's
             residence on the effective date of the Executive's termination, net
             of the reduction in federal income taxes which could be obtained
             from deduction of such state and local taxes. Except as otherwise
             provided herein, all determinations required to be made under this
             Section 20 shall be made by Tax Counsel, which determinations shall
             be conclusive and binding on the Executive, the Bank and the
             Corporation, absent manifest error.

         (c) The Corporation shall indemnify and hold the Executive harmless
             from losses, costs and expenses which the Executive incurs as a
             result of any administrative or judicial review of the Executive's
             liability under Section 4999 of the Code by the Internal Revenue
             Service or any comparable state agency, through and including a
             final judicial determination or final administrative settlement of
             any dispute arising out of the Executive's liability for the Excise
             Tax or otherwise relating to the classification for purposes of
             Section 280G of the Code of any of the Covered Benefits or other
             payment or benefit in the nature of compensation made or provided
             to the Executive by the Corporation. The Executive shall promptly
             notify the Corporation in writing whenever the Executive receives
             notice of the commencement of any judicial or administrative
             proceeding in which the federal tax treatment under Section 4999 of
             the Code of any amount paid or payable under this Agreement or
             otherwise is being reviewed or is in dispute (including a notice of
             audit or other inquiry concerning the reporting of the Executive's
             liability under Section 4999). The Corporation may assume control
             at its expense over all legal and accounting matters pertaining to
             such federal or state tax treatment of the Covered Benefits or any
             payment or benefit in the nature of compensation made or provided
             to the Executive by


                                       2
<PAGE>

             the Corporation, and the Executive shall cooperate fully with the
             Corporation in any such proceeding. The Executive shall not enter
             into any compromise or settlement or otherwise prejudice any rights
             the Corporation may have in connection therewith without the prior
             consent of the Corporation. In the event that the Corporation
             elects not to assume control over such matters, the Corporation
             shall promptly reimburse the Executive for all expenses related
             thereto as and when incurred, upon presentation of appropriate
             documentation relating to such expenses.

     The parties hereby ratify the above changes and certify that, in all other
respects, the existing terms and provisions of the Agreement remain in full
force and effect.

     IN WITNESS WHEREOF, the Bank and the Corporation have caused this Amendment
to the Agreement to be executed by their duly authorized officers, and the
Executive has signed this Amendment, on the 30th day of April, 2007.


ATTEST:                             PVF CAPITAL CORP.

/s/ Terri Ann Grodell               By: /s/ Gerald A. Fallon
----------------------------           -----------------------------------------
                                       For the Board of Directors


ATTEST:                             PARK VIEW FEDERAL SAVINGS BANK

/s/ Terri Ann Grodell               By: /s/ Gerald A. Fallon
----------------------------           -----------------------------------------
                                       For the Board of Directors

WITNESS:                            EXECUTIVE

/s/ Carol S. Porter                 /s/ C. Keith Swaney
----------------------------        --------------------------------------------
                                    C. Keith Swaney


                                       3