10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2004

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to

Commission File Number: 0-024399

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Ohio	34-1856319
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

275 Federal Plaza West, Youngstown, Ohio	44503
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (330) 742-0500

Securities registered pursuant to Section 12(b) of the Act:

None	None
(Title of Class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common shares, no par value per share

(Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K (section 229.405 of this chapter) is not contained herein, will not be contained, to the best of the registrants knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o.

     The aggregate market value of the registrant’s common shares held by non-affiliates of the registrant, computed by reference to the price at which the common shares were last sold, as of June 30, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $396.3 million.

     As of March 31, 2005, there were outstanding 31,149,506 common shares, no par value, of the registrant.

TABLE OF CONTENTS

Item 9A. Controls and Procedures (Amended)
PART IV
	Item 15. Exhibits and Financial Statement Schedules.
SIGNATURES
INDEX TO EXHIBITS
EX-10.2 Employment Agreement Between Home Savings - McKay
EX-10.3 Employment Agreement Between Home Savings - Bevack
EX-10.4 Employment Agreement Between Home Savings - Kelly
EX-10.6 Employment Agreement Between Home Savings - Lodge
EX-23 Crowe Chizek and Company, LLC Consent
EX-31.1 302 CEO Certification
EX-31.2 302 CFO Certification
EX-32 906 CEO and CFO Certification

EXPLANATORY NOTE

     In reliance upon the Exemptive Order of the Securities and Exchange Commission issued under Section 36 of the Securities Exchange Act of 1934 (Release No. 50754, November 30, 2004), United Community Financial Corp. (the “Company”) omitted from Item 9A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “Original Report”) both the annual report of its management on internal control over financial reporting, as required by Item 308(a) of Regulation S-K, as well as the related attestation report of a registered public accounting firm, as required by Item 308(b) of Regulation S-K. The Company is filing this Amendment No. 1 to Annual Report on Form 10-K (this “Amendment”) to provide the information that was omitted from Item 9A of the Original Report. The Company is also filing this Amendment to restate Part IV, Item 15 in order to file Exhibits 10.2, 10.3, 10.4 and 10.6 and to update the Exhibit Index accordingly.

     No other information in the Original Report is being amended by this Amendment and the Company has not updated disclosures in this Amendment to reflect any event subsequent to the Company’s filing of the Original Report.

Item 9A. Controls and Procedures (Amended).

Disclosure Controls and Procedures.

     As of December 31, 2004, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting in Most Recent Fiscal Quarter.

     There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting.

     The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2004.

     The Company’s independent registered public accounting firm has issued their report on management’s assessment of the Company’s internal control over financial reporting. That report follows under the heading, Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that United Community Financial Corp. (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). United Community Financial Corp.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, management’s assessment that United Community Financial Corp. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, United Community Financial Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

     We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of United Community Financial Corp. as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2004 and our report dated February 17, 2005 expressed an unqualified opinion on those consolidated financial statements.

	/S/ Crowe Chizek and Company LLC
	Crowe Chizek and Company LLC
Columbus, Ohio April 22, 2005

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) Financial Statements.

None.

(b) Exhibits.

The Exhibits described in the Exhibit List immediately following the “Signatures” pages of this report (which Exhibit List is incorporated herein by reference) are hereby filed as part of this report.

(c) Financial Statement Schedules.

None.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED COMMUNITY FINANCIAL CORP.
By:	/S/ Douglas M. McKay
	Douglas M. McKay, President
	(Duly Authorized Representative)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

/S/ Douglas M. McKay Douglas M. McKay, President and Director	/S/ Eugenia C. Atkinson Eugenia C. Atkinson, Director
Date: May 2, 2005	Date: May 2, 2005
/S/ Richard M. Barrett Richard M. Barrett, Director	/S/ Thomas J. Cavalier Thomas J. Cavalier, Director
Date: May 2, 2005	Date: May 2, 2005
/S/ David G. Lodge David G. Lodge, Director	/S/ Richard J. Schiraldi Richard J. Schiraldi, Director
Date: May 2, 2005	Date: May 2, 2005
/S/ Herbert F. Schuler, Sr. Herbert F. Schuler, Sr., Director	/S/ Clarence R. Smith, Jr. Clarence R. Smith, Jr, Director
Date: May 2, 2005	Date: May 2, 2005
/S/ David C. Sweet David C. Sweet, Director	/S/ Patrick A. Kelly Patrick A. Kelly, Treasurer (Principal Financial Officer)
Date: May 2, 2005	Date: May 2, 2005

INDEX TO EXHIBITS

	Exhibit Number
*		3.1	Articles of Incorporation	Incorporated by reference to the Registration Statement on Form S-1 filed by United Community on March 13, 1998 (S-1) with the Securities and Exchange Commission (SEC), Exhibit 3.1
*		3.2	Amended Code of Regulations	Incorporated by reference to the 1998 10-K filed by United Community on March 31, 1999 via Edgar, film number 99582343, Exhibit 3.2
*		10.1	The Home Savings and Loan Company of Youngstown, Ohio Employee Stock Ownership Plan	Incorporated by reference to the 2001 10-K filed by United Community on March 29, 2002 via Edgar, film number 02593161, Exhibit 10.1
		10.2	Employment Agreement between The Home Savings and Loan Company of Youngstown, Ohio and Douglas M. McKay, dated December 31, 2004.
		10.3	Employment Agreement between The Home Savings and Loan Company of Youngstown, Ohio and Patrick W. Bevack, dated December 31, 2004.
		10.4	Employment Agreement between The Home Savings and Loan Company of Youngstown, Ohio and Patrick A. Kelly, dated December 31, 2004.
*		10.5	Employment Agreement between Butler Wick Corp. and Thomas J. Cavalier, dated August 12, 1999.	Incorporated by reference to the 1999 10-K filed by United Community on March 29, 2000 via Edgar, film number 582478, Exhibit 10.5
		10.6	Employment Agreement between The Home Savings and Loan Company of Youngstown, Ohio and David G. Lodge, dated December 31, 2004.
*		10.7	United Community 1999 Long -Term Incentive Plan	Incorporated by reference to the Proxy Statement filed by United Community via Edgar on June 7, 1999, file number 9964170 (1999 Proxy), Exhibit
*		10.8	United Community Recognition and Retention Plan and Trust Agreement	Incorporated by reference to the 1999 Proxy, Exhibit B
*		11	Statement Regarding Computation of Per Share Earnings	Incorporated by reference to Note 21 to the Financial Statements included in the Annual Report in Exhibit 13.
*		13	Portions of the 2004 Annual Report to Shareholders
*		20	Proxy Statement for 2005 Annual Meeting of Shareholders	Incorporated by reference to the Proxy Statement, to be filed with the Securities and Exchange Commission on or about March 30, 2005.
*		21	Subsidiaries of Registrant
		23	Crowe Chizek and Company, LLC Consent
		31.1	Section 302 Certification by Chief Executive Officer
		31.2	Section 302 Certification by Chief Financial Officer
		32	Certification of Financial Statements by Chief Executive Officer and Chief Financial Officer

* Previously filed.

EX-10.2

                                  EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this 31st day of December, 2004 ("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 Douglas M. McKay, an individual (hereinafter referred to as the
"EXECUTIVE");

                                   WITNESSETH:

      WHEREAS, the EXECUTIVE is currently employed as the Chief Executive
Officer and Chairman 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 Chief Executive Officer and Chairman of the
COMPANY;

      WHEREAS, the EXECUTIVE desires to serve as the Chief Executive Officer and
Chairman 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 Chief Executive Officer and Chairman of the COMPANY. The term
of this AGREEMENT shall commence on December 31, 2004 and shall end on December
31, 2007, 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 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 Chief Executive Officer and Chairman 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 Chief Executive Officer and Chairman 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.

      (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

                                                                               2



EXECUTIVE shall be reviewed by the Board of Directors of the COMPANY and shall
be set at an amount not less than $349,673.00, 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 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

                                                                               3



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 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

                                                                               4



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.

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

                                       5



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

                                                                               6



      (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 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

                                                                               7



            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 tot he 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 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

                                                                               8



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.

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.

                                                                               9



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:

                                                                              10



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:

            Douglas M. McKay
            8288 Maplevale Drive
            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: _______________________
                                                         Director

                                                     ___________________________
                                                     Douglas M. McKay

                                                                              11

EX-10.3

                                  EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this 31st day of December, 2004("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 W. Bevack, an individual (hereinafter referred to as the
"EXECUTIVE");

                                   WITNESSETH:
      WHEREAS, the EXECUTIVE is currently employed as the Executive Vice
President and Chief Financial Officer 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 Executive Vice President and Chief
Financial Officer of the COMPANY;

      WHEREAS, the EXECUTIVE desires to serve as the Executive Vice President
and Chief Financial Officer 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 Executive Vice President and Chief Financial Officer of the
COMPANY. The term of this AGREEMENT shall commence on December 31, 2004 and
shall end on December 31, 2007, 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 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 Executive Vice President and Chief Financial Officer 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 Executive Vice President and
Chief Financial Officer 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.

                                                                               2


      (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 $187,349.00, 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

                                                                               3


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

                                                                               4


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.

                                                                               5


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

                                                                               6


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

                                                                               7


                  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 tot he 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

                                                                               8


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.

                                                                               9


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:

                                                                              10


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 W. Bevack
              6075 Castlehill Drive
              Highland Heights, Ohio 44143

      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:_____________________________________
                                           Chairman and Chief Executive Officer

                                        ________________________________________
                                        Patrick W. Bevack

                                                                              11

EX-10.4

                                  EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this 31st day of December, 2004 ("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, 2004 and shall end on December
31, 2007, 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 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.

      (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

                                                                               2


EXECUTIVE shall be reviewed by the Board of Directors of the COMPANY and shall
be set at an amount not less than $173,806.00, 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 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

                                                                               3


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 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

                                                                               4


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.

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

                                                                               5


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

                                                                               6


      (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 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

                                                                               7


            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 tot he 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 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

                                                                               8


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.

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.

                                                                               9


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:

                                                                              10


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:____________________________________
                                           Chairman and Chief Executive Officer

                                        _______________________________________
                                        Patrick A. Kelly

                                                                              11

EX-10.6

                                  EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "AGREEMENT"),
is entered into this 31st day of December, 2004 ("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 David G. Lodge, an individual (hereinafter referred to as the
"EXECUTIVE");

                                   WITNESSETH:

      WHEREAS, the EXECUTIVE is currently employed as the President and Chief
Operating Officer 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 President and Chief Operating Officer of
the COMPANY;

      WHEREAS, the EXECUTIVE desires to serve as the President and Chief
Operating Officer 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 President and Chief Operating Officer of the COMPANY. The
term of this AGREEMENT shall commence on December 31, 2004, and shall end on
December 31, 2007, 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 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 President and Chief Operating Officer 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 President and Chief Operating Officer 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.

      (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

                                                                               2


EXECUTIVE shall be reviewed by the Board of Directors of the COMPANY and shall
be set at an amount not less than $240,946.00, 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 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

                                                                               3


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 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 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

                                                                               4


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 "conclusive 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.

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

                                                                               5


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

                                                                               6


      (f ) Other Termination. In the event that the employment of the EXECUTIVE
is terminated 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 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

                                                                               7


            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 tot he 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
f 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

                                                                               8


authority continued in Section 13(c) of the FDIA or (ii) by the Superintendent,
or his or her designee, at any time the Superintentdent 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; and

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, 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.

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.

                                                                               9


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:

                                                                              10


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:

          David G. Lodge
          9560 Windy Lakes Circle
          Chagrin Falls  Ohio  44023

      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:____________________________________
                              Chairman and Chief Executive Officer

                           _______________________________________
                           David G. Lodge

                                                                              11

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to incorporation by reference in the Registration Statements (No. 333-38028, No. 333-86015, and 333-100081) on Form S-8 of United Community Financial Corp. of our report dated April 22, 2005, with respect to United Community Financial Corp. management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which report appears in this amended annual report on Form 10-K of United Community Financial Corp. for the year ended December 31, 2004.

/S/Crowe Chizek and Company LLC

Crowe Chizek and Company LLC

Columbus, Ohio
May 2, 2005

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Douglas M. McKay, certify that:

1)	I have reviewed this annual report on Form 10-K, as amended by Amendment No. 1 thereto, of United Community Financial Corp.
2)	Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period by this annual report;
3)	Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the annual report;
4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5)   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/S/ Douglas M. McKay

Douglas M. McKay

Chief Executive Officer

May 2, 2005

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Patrick A. Kelly, certify that:

1)	I have reviewed this annual report on Form 10-K, as amended by Amendment No. 1 thereto, of United Community Financial Corp.
2)	Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period by this annual report;
3)	Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the annual report;
4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5)   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/S/ Patrick A. Kelly

Patrick A. Kelly

Chief Financial Officer

May 2, 2005

EX-32

EXHIBIT 32

UNITED COMMUNITY FINANCIAL CORP.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of United Community Financial Corp. (the “Company”) on Form 10-K, as amended by Amendment No. 1 thereto, for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/S/ Douglas M. McKay	/S/ Patrick A. Kelly
Douglas M. McKay	Patrick A. Kelly
Chief Executive Officer	Chief Financial Officer
May 2, 2005	May 2, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.