EX-10.11






Exhibit 10.11




AMENDMENT TO THE

UNITED COMMUNITY FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

FOR THE

PENSION PROTECTION ACT. OF 2006

AND OTHER GUIDANCE




     WHEREAS, UNITED COMMUNITY FINANCIAL CORP. (the “Sponsor”) has adopted the UNITED COMMUNITY
FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the “Plan”); and



     WHEREAS, the Plan provides that it may be amended from time to time; and



     WHEREAS, the Pension Protection Act of 2006 (the “PPA”); final regulations under Section 415
of the Internal Revenue Code of 1986, as amended (“Code”); and other guidance
affect the Plan; and



     WHEREAS, the following amendments to the Plan are intended to constitute good faith
compliance with the requirements of the PPA, final regulations under Section 415 of the Code and
other guidance, and shall be construed in accordance with the PPA and guidance issued thereunder;



     NOW, THEREFORE, the Plan is amended as follows:



PREAMBLE




     The Sponsor adopts this Amendment to the Plan to reflect changes to the Plan as a result of
the PPA, final regulations under Section 415 of the Code and other guidance. This Amendment is
effective as set forth below and supersedes the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this Amendment.



AMENDMENTS




     1. The following shall be added to Section 2.04 effective for Limitation Years beginning on
or after July 1, 2007:




     Except as provided below, the following amounts otherwise meeting the definition of
Section 415 Compensation may only be treated as Section 415 Compensation if such amounts
are paid by the later of 21/2 months after “severance from employment” (within
the meaning of Treasury Regulation 1.415(a)-l(f)(5)) from the Employer or the end of the
Limitation Year that includes the date of severance from employment from the Employer:




	 	(i)	 	regular payments received by the Participant after severance of
employment if (A) the payments are regular compensation for




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	 	 	 	services during the Participant’s regular working hours, or compensation
for services outside the Participant’s regular working hours (such as
overtime or shift differential), commissions, bonuses or other similar
payments; and (B) the payments would have been paid to the Participant
prior to severance from employment if the Participant had continued in
employment with the Employer.






	 	(ii)	 	payment for unused accrued bona fide sick, vacation or
other leave received after severance from employment, but only if the
Participant would have been able to use the leave if employment continued
and such amounts would have been included in the definition of compensation
if the amounts were paid prior the Participant’s severance from employment.





     Notwithstanding the foregoing, Section 415 Compensation shall include, regardless of whether
paid within the time period specified above, payments to an individual who does not currently
perform services for the Employer by reason of Qualified Military Service to the extent the
payments do not exceed the amounts the individual would have received if the individual had
continued to perform services for the Employer rather than entering into Qualified Military
Service.



     Notwithstanding the foregoing, Section 415 Compensation shall not include the following
amounts: (A) amounts paid to a Participant who is permanently and totally disabled (as defined in
Code Section 22(e)(3)); (B) amounts that are treated as severance pay or parachute payments
(within the meaning of Section 280G(b)(2)) if paid after severance from employment; or (C)
payments under a nonqualified unfunded deferred compensation plan which are paid after severance
from employment.



     For Limitation Years beginning on or after July 1, 2007, Section 415 Compensation shall be
subject to the dollar limitation set forth in Code Section 401 (a)(17)(A), as adjusted
by401 (a)(17)(B).



     If a Plan is terminated effective as of a date other than the last day of the Plan’s
Limitation Year, the Plan is treated for purposes of this section as if the Plan was amended to
change its Limitation Year. As a result of this deemed amendment, the Code Section 415(c)(l)(A)
dollar limit must be prorated under the short Limitation Year rules.



     The Plan shall incorporate by reference the provisions of Section 415 of the Code and final
regulations thereunder to the extent not set forth above.



     If excess Annual Additions are the result of Annual Additions to more than one plan of an
Employer or Affiliate, the excess Annual Additions shall be first taken from this Plan.
Notwithstanding Section 3.01, excess Annual Additions shall be corrected in the manner permitted
by the Internal Revenue Service in accordance with its Employee



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Plans Compliance Resolution System, as set forth in Rev. Proc. 2006-27, or other
successor guidance.



     2. The following shall be added to the end of the second paragraph of Section 12.04
of the Plan effective for distribution notices for Plan Years commencing on or after January
1, 2008:




A Participant who is eligible for a distribution from the Plan prior to his Normal
Retirement Age shall be informed of his right to defer a distribution from the Plan and
the consequences of the failure to do so. The period for providing the notice described
in this paragraph or a notice explaining a Participant’s right to make a rollover as
further set forth in Section 12.05 shall be extended from not more than 90 days to not
more than 180 days.



     3. The vesting schedule set forth in Section 11.01 of the Plan is deleted in its entirety
and the following shall be substituted therefor and applicable to any Participant who is
credited with one Hour of Service for any Plan Year commencing on or after January 1, 2013, or the date
the current loan is paid off, if earlier:



	 	 	 	 	 
	 	 	NONFORFEITABLE
	YEARS OF SERVICE	 	PERCENTAGE
	Less than 3
	 	 	0	%
	3 or more
	 	 	100	%






     4. The following shall be added to Section 12.05 of the Plan effective for distributions
from the Plan commencing on or after January 

1, 2007, or as otherwise provided below:



          a. the following shall be added to the end of Section 12.05(b)(ii) of the Plan,
“eligible retirement plan”:





Effective on and after January 1, 2008, an eligible retirement plan shall
also mean a Roth IRA, provided the distributee could have otherwise
rolled over a traditional IRA to the Roth IRA during such taxable year.
Effective on and after January 1, 2007, with regard to a rollover from a
non-spouse Beneficiary who is a “designated beneficiary” (as defined by
Treasury Regulation 1.401(a)(9)-4), an eligible retirement plan shall
mean an inherited individual retirement account or annuity.



          b. The following shall be added to the end of Section 12.05(b)(iii) of the
Plan:




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A non-spouse Beneficiary who is a “designated beneficiary” (as defined by
Treasury Regulation 1.401(a)(9)-4) is a distributee with regard to the
interest of such person.



     5. The second paragraph of Section 15.01 shall be deleted in its entirety and the
following shall be substituted therefor:




     No amendment may reduce a Participant’s nonforfeitable percentage in his Account
determined as of the date the amendment is effective or executed, whichever is later.
Effective for amendments to the Plan prior to August 9, 2006, if an amendment changes the
vesting schedule set forth in Section 10.01, and such amendment reduces the nonforfeitable
interest of a Participant for any Year of Service to be earned by the Participant, each
Participant having not less than three Years of Service may elect, during the period
beginning when the amendment is adopted and ending no earlier than the latest of (a) 60
days after the amendment’s adoption; (b) 60 days after the amendment’s effective date; or
(c) 60 days after the Participant is issued a written notice of the amendment, to have the
vested amount of his Account computed without regard to such amendment.



     6. The following shall be added to the end of the definition of “Compensation” set
forth in Section 23 of the Plan:




With respect to Compensation paid in Plan Years beginning on or after July 1, 2007,
Compensation shall not include amounts otherwise includable in the definition of
Compensation which are not paid to the Participant by the later of 21/2 months after
“severance from employment” (within the meaning of Treasury Regulation 1.415(a)-l(f)(5))
from the Employer or the end of the Limitation Year that includes the date of severance
from employment from the Employer. Notwithstanding the foregoing, Compensation shall in no
event include severance payments paid after a Participant’s severance from employment.



     7. The following shall be added to the end of the definition of “Annual Additions”
set forth in Section 23 of the Plan:




     Effective for Limitation Years commencing on and after July 1, 2007, restorative
payments that are used to restore losses to the Plan resulting from actions by a fiduciary
for which there is a reasonable risk of liability for breach of fiduciary duty under Title
I of ERISA or under other applicable federal or state law, where Plan Participants who are
similarly situated are treated similarly with respect to the payments, are not treated as
Annual Additions.




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IN WITNESS WHEREOF, this amendment shall be effective as of the dates set forth above.




	 	 	 	 	 
	 	UNITED COMMUNITY FINANCIAL CORP.

 	 
	 	By:  	/s/ James Reske
 	 
	 	Name (Print):   James Reske 
	 	Title:  SVP/CFO/Treasurer 	 
	 
	Date: 11/21/08 




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