10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009.

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 0-24948

PVF Capital Corp.

(Exact name of registrant as specified in its charter)

Ohio	34-1659805
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

30000 Aurora Road, Solon, Ohio	44139
(Address of principal executive offices)	(Zip Code)

(440) 248-7171

Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ            NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES o            NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o            NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value	7,979,120
(Class)	(Outstanding at November 6, 2009)

PVF CAPITAL CORP.

INDEX

	Page
Part I Financial Information
Item 1 Financial Statements
Consolidated Statements of Financial Condition, September 30, 2009 (unaudited) and June 30, 2009.		1
Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008 (unaudited).		2
Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008 (unaudited).		3
Notes to Consolidated Financial Statements (unaudited).		4
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3 Quantitative and Qualitative Disclosures About Market Risk		28
Item 4 Controls and Procedures		29
Part II Other Information		29
Item 1 Legal Proceedings		29
Item 1A Risk Factors		29
Item 2 Unregistered Sale of Equity Securities and Use of Proceeds		33
Item 3 Defaults Upon Senior Securities		33
Item 4 Submission of Matters to a Vote of Security Holders		33
Item 5 Other Information		34
Item 6 Exhibits		34
Signatures
EX-4.1
EX-4.2
EX-10.1
EX-10.2
EX-10.3
EX-31.1
EX-31.2
EX-32

Part I Financial Information

Item 1 Financial Statements

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30,			June 30,
	2009			2009
	unaudited
ASSETS
Cash and cash equivalents:
Cash and amounts due from depository institutions	$	16,546,693		$	8,464,544
Interest bearing deposits	$	823,972			1,939,514
Federal funds sold		11,633,000			10,809,000
Total cash and cash equivalents		29,003,665			21,213,058
Securities available for sale		136,800			102,800
Securities held to maturity (fair values of $57,021,500 and $49,999,939, respectively)		57,000,000			49,999,939
Mortgage-backed securities available for sale		60,629,712			64,177,633
Loans receivable held for sale, net		6,428,165			27,078,472
Loans receivable, net of allowance of $31,823,982 and $31,483,205, respectively		653,224,139			668,460,029
Office properties and equipment, net		8,433,097			8,624,496
Real estate owned, net		11,569,225			11,607,758
Federal Home Loan Bank stock		12,811,100			12,811,100
Bank owned life insurance		22,914,407			22,894,013
Prepaid expenses and other assets		24,930,350			25,239,535
Total Assets	$	887,080,660		$	912,208,833
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits	$	696,931,038		$	724,931,569
Short-term advances from the Federal Home Loan Bank		10,000,000			0
Note payable		1,339,444			1,366,111
Long-term advances from the Federal Home Loan Bank		35,000,000			35,000,000
Repurchase agreement		50,000,000			50,000,000
Subordinated debentures		10,000,000			20,000,000
Advances from borrowers for taxes and insurance		7,030,609			9,555,137
Accrued expenses and other liabilities		21,885,356			21,850,819
Total Liabilities		832,186,447			862,703,636
Stockholders’ Equity
Serial preferred stock, none issued		—			—
Common stock, $0.01 par value, 15,000,000 shares authorized; 8,451,845 and 8,246,548 shares issued, respectively		84,518			82,465
Additional paid-in-capital		69,894,176			69,377,852
Retained earnings (accumulated deficit)		(12,338,587	)		(16,538,515	)
Accumulated other comprehensive income		1,091,253			420,542
Treasury Stock, at cost 472,725 shares		(3,837,147	)		(3,837,147	)
Total Stockholders’ Equity		54,894,213			49,505,197
Total Liabilities and Stockholders’ Equity	$	887,080,660		$	912,208,833

See accompanying notes to consolidated financial statements

Page 1

Part I Financial Informaton

Item 1 Financial Statements

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	September 30,
	2009			2008
Interest and dividends income
Loans	$	9,157,018		$	11,412,241
Mortgage-backed securities		663,405			700,273
Federal Home Loan Bank stock dividends		159,700			170,557
Securities		9,895			121,059
Federal funds sold and interest bearing deposits		7,393			86,793
Total interest and dividends income		9,997,411			12,490,923
Interest expense
Deposits		4,358,532			5,942,553
Short-term borrowings		0			9,099
Long-term borrowings		912,097			910,714
Subordinated debt		250,099			325,445
Total interest expense		5,520,728			7,187,811
Net interest income		4,476,683			5,303,112
Provision for loan losses		1,760,000			691,000
Net interest income after provision for loan losses		2,716,683			4,612,112
Noninterest income, net
Service and other fees		165,584			178,254
Mortgage banking activities, net		1,054,727			457,699
Increase (decrease) in cash surrender value of bank owned life insurance		20,393			52,926
Impairment of securities		0			(1,738,800	)
Gain (loss) on real estate owned		(90,113	)		(13,408	)
Gain on the cancellation of subordinated debt		8,561,530			0
Other, net		151,724			21,965
Total noninterest income, net		9,863,845			(1,041,364	)
Noninterest expense
Compensation and benefits		2,241,679			2,558,015
Office occupancy and equipment		678,267			706,750
Outside services		852,359			75,000
Federal deposit insurance premium		565,733			191,403
Real estate owned expense		782,188			188,915
Other		1,115,874			1,215,534
Total noninterest expense		6,236,100			4,935,617
Income (loss) before federal income tax provision		6,344,428			(1,364,869	)
Federal income tax provision (benefit)		2,144,500			(463,612	)
Net income (loss)	$	4,199,928			($901,257	)
Basic earnings (loss) per share	$	0.54			($0.12	)
Diluted earnings (loss) per share	$	0.54			($0.12	)
Dividends declared per common share	$	0.000		$	0.010

See accompanying notes to consolidated financial statements

Page 2

Part I Financial Information

Item 1 Financial Statements

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended
	September 30,
	2009			2008
Operating Activities
Net income (loss)	$	4,199,928			($901,257	)
Adjustments to reconcile net income to net cash from operating activities
Amortization of premium on mortgage-backed securities		123,659			1,814
Depreciation and amortization		242,933			314,723
Provision for loan losses		1,760,000			691,000
Impairment of securites		—			1,738,800
Accretion of deferred loan origination fees, net		(380,986	)		(223,035	)
(Gain) loss on cancellation of subordinated debt		(8,561,530	)
(Gain) loss on sale of loans receivable held for sale, net		(1,627,541	)		(126,492	)
Loss on disposal of real estate owned, net		90,113			299,408
Market adjustment for loans held for sale		14,858			(67,332	)
Change in fair value of mortgage banking derivatives		701,092			(111,618	)
Stock compensation		18,377			26,270
Federal Home Loan Bank stock dividends		—			(170,500	)
Change in accrued interest on securities, loans, and borrowings, net		62,130			1,108,214
Origination of loans receivable held for sale, net		(56,721,105	)		(10,856,452	)
Sale of loans receivable held for sale, net		77,971,294			15,316,926
Increase in cash surrender value of bank owned life insurance		(20,394	)		(52,926	)
Net change in other assets and other liabilities		(2,715,215	)		(1,743,921	)
Net cash from operating activities		15,157,613			5,243,622
Investing Activities
Loan repayments and originations, net		12,160,065			(10,568,538	)
Principal repayments on mortgage-backed securities held to maturity		5,908,206			1,153,610
Purchase of mortgage-backed securities available for sale		(1,501,775	)		(3,000,000	)
Purchase of securities held to maturity		(57,000,000	)		0
Maturities of securities held to maturity		50,000,000			0
Proceeds from sale of real estate owned		1,645,231			3,713,463
Additions to office properties and equipment, net		(51,535	)		(339,708	)
Net cash from investing activities		11,160,192			(9,041,173	)
Financing activities
Net increase (decrease) in demand deposits, NOW, and passbook savings		8,511,227			(9,493,854	)
Net increase (decrease) in time deposits		(36,511,758	)		59,828,535
Net increase (decrease) in short-term Federal Home Loan Bank advances		10,000,000			(9,000,000	)
Repayment of note payable		(26,667	)		0
Net proceeds from (repayment of) line of credit		0			425,000
Payment in exchange for cancellation of subordinated debt		(500,000	)		0
Cash dividend paid		0			(155,438	)
Net cash from financing activities		(18,527,197	)		41,604,243
Net increase in cash and cash equivalents		7,790,607			37,806,692
Cash and cash equivalents at beginning of period		21,213,058			17,804,394
Cash and cash equivalents at end of period	$	29,003,665		$	55,611,086
Supplemental disclosures of cash flow information:
Cash payments of interest expense	$	5,740,043		$	6,002,738
Cash payments of income taxes	$	0		$	0
Supplemental noncash investing activity:
Transfer of loans to real estate owned	$	1,696,811		$	7,890,196
Supplemental noncash financing activity:
Commpon stock and warrants issued in exchange for cancellation of subordinated debt	$	1,329,645		$	0

See accompanying notes to consolidated financial statements

Page 3

Part I Financial Information

Item 1

PVF CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended
September 30, 2009 and 2008
(Unaudited)

1. The accompanying consolidated interim financial statements were prepared in accordance with regulations of the Securities and Exchange Commission for Form 10-Q. All information in the consolidated interim financial statements is unaudited except for the June 30, 2009 consolidated statement of financial condition, which was derived from the Corporation’s audited financial statements. For reasons more fully described in Note 9 to these interim financial statements, the Company’s auditors added an explanatory paragraph to its opinion on the Company’s June 30, 2009 consolidated financial statements expressing substantial doubt about the ability of the Company to continue as a going concern. Certain information required for a complete presentation in accordance with U.S. generally accepted accounting principles has been condensed or omitted. However, in the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring accruals, necessary to fairly present the interim financial information. The results of operations for the three months ended September 30, 2009 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2010. The results of operations for PVF Capital Corp. (“PVF” or the “Company”) for the periods being reported have been derived primarily from the results of operations of Park View Federal Savings Bank (the “Bank”). PVF Capital Corp.’s common stock is traded on the NASDAQ CAPITAL MARKET under the symbol PVFC.

2. Securities available for sale: The Company’s securities available-for-sale consists of floating rate preferred stock issued by the Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA). For the three months ended September 30, 2008, the Company recognized a $1,739,000 pre-tax charge for the other-than-temporary decline in fair value of this stock.

On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Agency announced that FNMA and the Federal Home Loan Mortgage Corp (FHLMC) had been placed into conservatorship. Dividends on the preferred shares of the entities have been suspended.

The fair value of the Company’s holdings of these securities was $136,800 at September 30, 2009 and $102,800 at June 30, 2009. The Company’s written-down cost basis in these securities was $47,600.

4

Part I Financial Information

Item 1

As of September 30, 2009, the fair value of mortgage-backed securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:

			Gross		Gross
	Carrying		Unrealized		Unrealized		Fair
	Amount		Gains		Losses		Value
FNMA mortgage-backed securities	$	32,654,950	$	831,349	$	—	$	33,486,299
FHLMC mortgage-backed securities		22,203,157		589,655		—		22,792,812
GNMA mortgage-backed securities		4,207,387		143,214		—		4,350,601
Total	$	59,065,494	$	1,564,215	$	—	$	60,629,712

The carrying amount, unrealized gains and losses, and fair value of mortgage-backed securities available for sale at June 30, 2009 were as follows:

			Gross		Gross
	Carrying		Unrealized		Unrealized			Fair
	Amount		Gains		Losses			Value
FNMA mortgage-backed securities	$	32,999,418	$	262,310	$	(17,721	)	$	33,244,007
FHLMC mortgage-backed securities		26,029,802		256,223		—			26,286,025
GNMA mortgage-backed securities		4,566,428		81,173		—			4,647,601
Total	$	63,595,648	$	599,706	$	(17,721	)	$	64,177,633

None of the Company’s securities available for sale mature at a single maturity date.

Securities held to maturity: As of September 30, 2009, the amortized cost, the related gross unrecognized gains and losses, and fair value of securities held to maturity as of September 30, 2009 were as follows:

			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
	Cost		Gains		Losses		Value
U.S Treasury	$	50,000,000	$	—	$	—	$	50,000,000
FHLB debenture		5,000,000		11,830		—		5,011,830
FHLMC medium-term note		2,000,000		9,670		—		2,009,670
Total	$	57,000,000	$	21,500	$	—	$	57,021,500

5

Part I Financial Information

Item 1

The Company’s U.S. Treasury security matured on October 1, 2009. Both the FHLB debenture and the FHLMC medium-term note are callable quarterly and mature in 2014.

3. Allowance for loan losses: A summary of the changes in the allowance for loan losses for the three months ended September 30, 2009 and 2008 is as follows:

	Three months			Three months
	ended			ended
	September 30,			September 30,
	2009			2008
Beginning balance	$	31,483,205		$	9,653,972
Provision for loan losses		1,760,000			691,000
Charge-offs		(1,419,223	)		(1,501,694	)
Recoveries		—			—
Ending balance	$	31,823,982		$	8,843,278

At September 30, 2009 and June 30, 2009, the recorded investment in loans, which have individually been identified as being impaired, totaled $58,416,870 and $58,583,559, respectively. Included in the impaired amount at September 30, 2009 and June 30, 2009 is $37,932,191 and $40,535,752, respectively, related to loans with a corresponding valuation allowance of $13,231,275 and $12,684,241, respectively. At September 30, 2009 and June 30, 2009, $20,484,679 and $18,047,807 of impaired loans had no allowance for loan losses allocated.

4. Mortgage Banking Activities: The Company services real estate loans for investors that are not included in the accompanying consolidated financial statements. Mortgage servicing rights are established based on the fair value of servicing rights retained on loans originated by the Bank and subsequently sold in the secondary market. Mortgage servicing rights are included in the consolidated statements of financial condition under the caption “Prepaid expenses and other assets.”

	Three Months Ended
	September 30,
	2009			2008
Servicing rights:
Beginning of period	$	6,097,861		$	4,398,783
Additions		1,012,802			172,059
Amortized to expense		(491,068	)		(360,423	)
End of period	$	6,619,595		$	4,210,419

6

Part I Financial Information

Item 1

Mortgage banking activities, net as presented in the consolidated statements of operations consist of the following. These amounts do not include non-interest expense related to mortgage banking activities.

	Three Months Ended
	September 30,
	2009			2008
Mortgage loan servicing fees	$	634,204		$	512,680
Amortization of mortgage loan servicing rights		(491,068	)		(360,423	)
Loan organisation and sales activity		911,591			305,442
Mortgage banking activities, net	$	1,054,727		$	457,699

At September 30, 2009 and June 30, 2009, the Bank had interest rate-lock commitments on $35,099,499 and $48,161,785 of loans intended for sale in the secondary market. These commitments are considered to be free-standing derivatives and the change in fair value is recorded in the financial statements. The fair value of these commitments as of September 30, 2009 and June 30, 2009 was estimated to be $613,886 and $505,810, respectively, which is included in prepaid expenses and other assets in the consolidated statements of financial position. To mitigate the interest rate risk represented by these interest rate-lock commitments the Bank entered into contracts to sell mortgage loans of $24,849,000 and $42,620,000 as of September 30, 2009 and June 30, 2009. These contracts are also considered to be free-standing derivatives and the change in fair value also is recorded in the financial statements. The fair value of these contracts at September 30, 2009 and June 30, 2009 was estimated to be $(110,203) and $698,965, respectively. These amounts are (netted against) added to the fair value of interest rate lock commitments recorded in prepaid and other assets. Changes in fair value for both types of derivatives are reported in mortgage banking activities in the consolidated statements of operations.

5. Stock Compensation: Employee compensation expense under stock options is reported using the fair value recognition provisions under FASB Statement 123 (revised 2004) (FAS 123R), “Share Based Payment.” The Company has adopted FAS 123R using the modified prospective method. Under this method, compensation expense is being recognized for the unvested portion of previously issued awards that remained outstanding as of July 1, 2005 and for any granted since that date. Prior interim periods and fiscal year results were not restated. For the quarters ended September 30, 2009 and 2008, compensation expense of $18,377 and $26,270, respectively, was recognized in the income statement related to the vesting of previously issued awards plus vesting of new awards. No income tax benefit was recognized related to these expenses.

7

Part I Financial Information

Item 1

As of September 30, 2009, there was $201,897 of compensation expense related to unvested awards not yet recognized in the financial statements. The weighted-average period over which this expense is to be recognized is 3.1 years.

The Company can issue incentive stock options and nonqualified stock options under the 2000 Plan and the 2008 Plan. Generally, for incentive stock options, one-fifth of the options awarded become exercisable on the date of grant and on each of the first four anniversaries of the date of grant. The option period expires ten years from the date of grant, except for awards to individuals who own more than 10% of the Company’s outstanding stock. Awards to these individuals expire after five years from the date of grant and are exercisable at 110 percent of the market price at the date of grant.

Nonqualified stock options are granted periodically to directors and vest immediately. The option period expires ten years from the date of grant and the exercise price is the market price at the date of grant.

The aggregate intrinsic value of all options outstanding at September 30, 2009 was $800. The aggregate intrinsic value of all options that were exercisable at September 30, 2009 was $0.

A summary of the activity in the plan is as follows:

	Three months ended
	September 30, 2009
	Total options outstanding
				Weighted
				Average
				Exercise
	Shares			Price
Options outstanding, beginning of period		582,792		$	8.54
Forfeited		(68,607	)		8.48
Expired		(35,431	)		7.76
Exercised		—			—
Granted		—			—
Options outstanding, end of period		478,754		$	8.60
Options exercisable, end of period		373,894		$	8.47

The weighted average remaining contractual life of options outstanding as of September 30, 2009 was 4.7 years. The weighted average remaining contractual life of vested options outstanding as of September 30, 2009 was 4.3 years.

No options were exercised in the three month periods ended September 30, 2009 and 2008. There were no options granted during the three-month periods ended September 30, 2009 and 2008.

8

Part I Financial Information

Item 1

6. The following table discloses earnings (loss) per Share for the three months ended September 30, 2009 and September 30, 2008.

			Three months ended September 30,
	2009						2008
	Income						Income
	(loss)		Shares		Per Share		(loss)			Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Basic EPS Net Income (loss)	$	4,199,928		7,825,147	$	0.54		($901,257	)		7,747,683		($0.12	)
Effect of Stock Options				—		0.00					—		0.00
Diluted EPS Net Income (loss)	$	4,199,928		7,825,147	$	0.54		($901,257	)		7,747,683		($0.12	)

There were 476,254 options not considered in the diluted Earnings per Share calculation for the three-month period ended September 30, 2009, because they were not dilutive. There were 533,426 options not considered in the diluted Earnings per Share calculation for the three-month period ended September 30, 2008 because they were not dilutive.

Also not included in the Diluted Earnings per Share calculation for the three-month period ended September 30, 2009 were warrants to acquire the Company’s shares of common stock issued as part of an exchange more fully described in note 8. These warrants include a warrant to purchase 769,608 shares of common stock. This warrant is exercisable at any time before September 30, 2011 at a price equal to the lesser of (i) $4.00 per share, (ii) the offering price for shares of the Company’s common stock in any subsequent public offering or private placement, or (iii) the price of the Company’s shares in a subsequent exchange of the Company’s common stock for trust preferred debt.

These warrants also include a warrant to purchase a number of shares equal to 9.9% of any of the Company’s common stock issued in a subsequent exchange of the Company’s common stock for trust preferred debt. This warrant is exercisable at the price of the Company’s shares issued in such an exchange.

7. Fair Value: U.S. generally accepted accounting principles (U.S. GAAP) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

9

Part I Financial Information

Item 1

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use to price an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value.

Securities. The fair values of securities available for sale are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1 inputs). The fair values of mortgage-backed securities are determined through matrix pricing. This is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Loans held for sale. The fair value of loans held for sale is determined using quoted secondary market prices.

Mortgage banking pipeline derivatives. The fair value of loan commitments is measured using current market rates for the associated mortgage loans. The fair value of mandatory forward sales contracts is measured using secondary market pricing.

Warrants. Warrants to acquire the Company’s common stock are valued using a closed form option valuation model (Black-Scholes) that uses various assumptions regarding expected volatility, the expected term of the warrants, and expected dividends on the Company’s common stock.

10

Part I Financial Information

Item 1

Assets and liabilities measured at fair value on a recurring basis at September 30, 2009 are summarized below:

				Quoted
				Prices in
				Active
				Markets		Significant
				for		Other			Significant
				Identical		Observable			Unobservable
	September 30,			Assets		Inputs (Level			Inputs
	2009			(Level 1)		2)			(Level 3)
Assets:
Securities available for sale	$	136,800		$	136,800	$	—			—
Loans held for sale		6,428,165			—		6,428,165
Mortgage-backed securities available for sale:
FNMA MBS		33,486,000			—		33,486,000			—
FHLMC MBS		22,793,000			—		22,793,000			—
GNMA MBS		4,351,000			—		4,351,000			—
Interest rate lock commitments		613,886			—		613,886
Liabilities:
Mandatory forward sales contracts		(110,203	)		—		(110,203	)		—
Warrants		(829,645	)		—		—			(829,645	)

Assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2009 are summarized below:

			Quoted
			Prices in
			Active
			Markets		Significant
			for		Other		Significant
			Identical		Observable		Unobservable
	September 30,		Assets		Inputs		Inputs
	2009		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans	$	24,700,916		—		—	$	24,700,916
Real estate owned		11,569,225		—		—		11,569,225

Impaired loans, which are usually measured for impairment using the fair value of the collateral, had a carrying amount of $58.4 million. Of these, $24.7 million were carried at fair value as a result of a specific valuation allowance of $13.2 million. The fair value of collateral is usually estimated by third-party or internal appraisals of the collateral. The present value of estimated cash flows is based on internal models of expected borrower activity. The provision for loan losses related to changes in the fair value of impaired loans increased by $1.7 million during the three months ended September 30, 2009.

Real estate owned is recorded at fair value based on property appraisals, less estimated selling costs, at the date of transfer. The carrying amount of real estate owned is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying amount exceeds the fair value, less estimated selling costs.

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The carrying amount and estimated fair values of financial instruments at year end were as follows:

	September 30, 2009						June 30, 2009
	Carrying			Estimated			Carrying			Estimated
	Amount			Fair Value			Amount			Fair Value
				(in thousands)
Assets:
Cash and amounts due from depository institutions	$	16,547		$	16,547		$	8,465		$	8,465
Interest-bearing deposits		824			824			1,940			1,940
Federal funds sold		11,633			11,633			10,809			10,809
Securities held to maturity		57,000			57,021			50,000			50,000
Equity securities		137			137			103			103
Mortgage-backed securities available for sale		60,630			60,630			64,178			64,178
Loans receivable, net		653,224			656,235			668,460			667,697
Loans receivable held for sale, net		6,428			6,428			27,078			27,078
Federal Home Loan Bank stock		12,811		NA				12,811		NA
Accrued interest receivable		3,194			3,194			3,475			3,475
Mandatory forward sales contracts		—			—			699			699
Commitments to make loans intended to be sold		614			614			506			506
Warrants issued
Liabilities:
Demand deposits and passbook savings		(196,709	)		(196,709	)		(188,198	)		(188,198	)
Time deposits		(500,222	)		(510,562	)		(536,734	)		(547,620	)
Line of credit		(1,339	)		(1,339	)		(1,366	)		(1,366	)
Advances from the Federal Home Loan Bank of Cincinnati		(45,000	)		(46,822	)		(35,000	)		(36,517	)
Repurchase agreement		(50,000	)		(53,000	)		(50,000	)		(53,900	)
Subordinated debentures		(10,000	)		(1,900	)		(20,000	)		(3,800	)
Accrued interest payable		(1,156	)		(1,156	)		(1,379	)		(1,379	)
Mandatory forward sales contracts		(110	)		(110	)		—			—
Warrants		(830	)		(830	)		—			—

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The Company used the following methods and assumptions to estimate fair value for items not described above.

Cash and amounts due from depository institutions, interest bearing deposits, and federal funds sold. The carrying amount is a reasonable estimate of fair value because of the short maturity of these instruments.

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Loans receivable. For performing loans receivable, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources adjusted to reflect differences in servicing and credit costs.

Federal Home Loan Bank stock. It was not practical to determine fair value of FHLB stock due to restrictions placed on its transferability.

Demand deposits and time deposits. The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using discounted cash flows and rates currently offered for deposits of similar remaining maturities.

Line of credit. The carrying amount is a reasonable estimate of the fair value.

Advances from the Federal Home Loan Bank of Cincinnati. The fair value of the Bank’s FHLB debt is estimated based on the current rates offered to the Bank for debt of the same remaining maturities.

Notes payable and subordinated debentures. The carrying value of the Company’s variable-rate note payable and the Company’s subordinated debt is a reasonable estimate of fair value based on the current incremental borrowing rate for similar types of borrowing arrangements adjusted for the Company’s credit risk profile.

Accrued interest receivable and accrued interest payable. The carrying amount is a reasonable estimate of the fair value.

8. Subordinated debt: On September 1, 2009, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Alesco Preferred Funding IV, Ltd. (the “Alesco CDO”) and Cohen & Company Financial Management, LLC (“Cohen”). The Alesco CDO is the holder of $10.0 million principal amount trust preferred securities issued by PVF Capital Trust I (the “Trust”), and Cohen is the collateral manager for the Alesco CDO. In June 2004, the Company formed the Trust as a special purpose entity for the sole purpose of issuing $10.0 million of variable-rate trust preferred securities (the “Capital Securities”). The Company issued subordinated debentures to the Trust in exchange for the proceeds of the offering of the trust preferred securities. The trust preferred securities carried a variable interest rate that adjusts to the three month LIBOR rate plus 260 basis points. The subordinated debentures were the sole asset of the Trust.

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Under the Exchange Agreement, on September 3, 2009, the Alesco CDO exchanged its $10.0 million of trust preferred securities for consideration paid by the Company. The consideration paid by the Company consisted of (i) a cash payment of $500,000; (ii) a number of shares of Company common stock equal to $500,000 divided by the average daily closing price of the Company’s common stock for the twenty (20) business days prior to September 1, 2009 (the “Initial Shares”), equating to 205,297 shares; (iii) a warrant (“Warrant A”) to purchase 769,608 shares of Company common stock; and (iv) a warrant (“Warrant B” and together with Warrant A, the “Warrants”) to purchase a number of shares of Company common stock equal to 9.9% of any shares of Company common stock issued, exclusive of any warrant or warrant shares, in exchange for capital securities of PVF Capital Trust II (“Trust II”) in the event the Company in the future issues shares of its common stock in exchange for Trust II capital securities (see Note 12 for more information on Trust II).

The number of shares of Company common stock issuable pursuant to each of Warrant A and Warrant B may not exceed certain limits. Specifically, the number shares issuable upon the exercise of Warrant A or Warrant B may not exceed the maximum number of shares of the Company’s common stock such that the Alesco CDO, upon its exercise of the applicable Warrant, shall own 9.9% of the Company’s common stock then issued and outstanding, except that in the event the Alesco CDO receives comfort from the Office of Thrift Supervision (the “OTS”) that allows it to rebut the presumption that its holdings of the Company’s common stock constitute control of the Company for the purpose of the applicable OTS regulations, this limitation shall have no effect. In addition, the number of shares of Company common stock issuable upon the exercise of Warrant B may not exceed a number of shares equal to 1,546,991 shares minus the sum of the Initial Shares and 769,608 shares.

As a result of this transaction, the Company recorded a gain of $8,561,530 included in non-interest income for the period ended September 30, 2009. The estimated fair values of Warrant A and Warrant B were estimated to be $807,780 and $21,548, respectively and are recorded in accrued expenses and other liabilities. Warrant A and Warrant B are considered to be derivatives that are not indexed to the Company’s stock and so are not recorded to equity.

The shares of stock, warrants and stock issuable upon the exercise of warrants issued in the transaction have not been registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

9. Regulatory Matters and Management’s Plans: On October 19, 2009, the Company and the Bank, each entered into a Stipulation and Consent to the Issuance of Order to Cease and Desist with the Office of Thrift Supervision (the “OTS”), whereby the Company and the Bank each consented to the issuance of an Order to Cease and Desist promulgated by the OTS without admitting or denying that grounds exist for the OTS to initiate an administrative proceeding against the Company or the Bank.

The Bank Order requires the Bank to take certain actions including: (i) by December 31, 2009, meet and maintain a tier one (core) capital ratio of at least 8.0% and a total risk-based capital ratio of at least 12.0% after the funding of an adequate allowance for loan and lease losses and submit a detailed plan to accomplish this; (ii) adopt revisions to the Bank’s liquidity policy to, among other things, increase the Bank’s minimum liquidity ratio; (iii) reduce the level of adversely classified assets to no more than 50% of core capital plus allowance for loan and lease losses by December 31, 2010 and to reduce the level of adversely classified assets and assets designated as special mention to no more than 65% of core capital plus

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allowance for loan and lease losses by December 31, 2010; (iv) prepare a new business plan that will include the requirements contained in the Bank Order and that also will include well supported and realistic strategies to achieve consistent profitability by September 30, 2010; (v) restrict quarterly asset growth to an amount not to exceed net interest credited on deposit liabilities until the OTS approves of the new business plan; (vi) cease to accept, renew or roll over any brokered deposit or act as a deposit broker, without the prior written waiver of the Federal Deposit Insurance Corporation; (vii) not declare or pay dividends or make any other capital distributions from the Bank without receiving prior OTS approval; (viii) not make any severance or indemnification payments without complying with regulatory requirements regarding such payments; (ix) comply with prior regulatory notification requirements for any changes in directors or senior executive officers; (x) not enter into, renew, extend or revise any contractual arrangement relating to compensation or benefits for any senior executive officer or director of the Bank, without first providing 30 days prior written regulatory notice of the proposed transaction; (xi) not increase any salaries, bonuses or director’s fees to directors or senior executive officers without the prior written consent of the OTS; and (xii) ensure compliance with regulatory requirements for affiliate and insider transactions.

The Company Order contains the following requirements: (i) the Company must submit a capital plan that includes, among other things, the establishment of a minimum tangible capital ratio of tangible equity capital to total tangible assets commensurate with the Company’s consolidated risk profile, and specific plans to reduce the risks to the Company from its current debt levels and debt servicing requirements; (ii) the Company shall not declare, make or pay any cash dividends or other capital distributions or purchase, repurchase or redeem or commit to purchase, repurchase or redeem any Company equity stock without the prior non-objection of the OTS, except that this provision does not apply to immaterial capital stock redemptions that arise in the normal course of the Company’s business in connection with its stock-based compensation plans; (iii) the Company shall not incur, issue, renew, roll over or increase any debt or commit to do so without the prior non-objection of the OTS (debt includes loans, bonds, cumulative preferred stock, hybrid capital instruments such as subordinated debt or trust preferred securities, and guarantees of debt); (iv) the Company may not engage in transactions with any subsidiary or affiliate without the prior non-objection of the OTS except certain transactions exempt under applicable regulations and inter-company cost-sharing transaction; and (v) the Company must comply with similar restrictions on the payment of severance and indemnification payments, prior OTS approval of directorate and management changes and prior OTS approval of employment contracts and compensation arrangements contained in the Bank Order.

The Bank Order and the Company Order will remain in effect until terminated, modified, or suspended in writing by the OTS.

At September 30, 2009, the Bank’s tier one (core) capital ratio was 6.70% and its total risk-based capital ratio was 10.03%. The Company has established a Capital Committee to put action plans in place to raise the Bank’s capital to the threshold specified in the Bank Order.

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10. Other comprehensive income: Other comprehensive income (loss) components and related tax effects were as follows at September 30, 2009 and 2008:

	2009		2008
Unrealized holding gains (losses) on available for sale securities	$	1,016,230	$	(1,738,800	)
Reclassification adjustment for losses (gains) realized in income		—		1,738,800
Net unrealized gains (losses)		1,016,230		—
Tax effect		355,681		—
Other comprehensive income	$	670,711	$

Total comprehensive income (loss), which includes net income (loss) plus other comprehensive income, was $4,870,639 and $(901,257) for the three months ended September 30, 2009 and 2008.

11. Adoption of New Accounting Standards: On December 4, 2007, the Financial Accounting Standards Board (“FASB”) issued new guidance impacting Accounting Standards Codification (ASC) 805, Business Combinations, with the objective to improve the comparability of information that a company provides in its financial statements related to a business combination. This new guidance establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The statement does not apply to combinations between entities under common control. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adoption of this standard on the Company’s financial statements was not material.

In December 2007, the FASB issued guidance impacting ASC 810-10, Consolidation, establishing the accounting for noncontrolling interests. A noncontrolling interest, also known as a “minority interest”, is the portion of equity in a subsidiary not attributable to a parent. The objective of this statement is to improve upon the consistency of financial information that a company provides in its consolidated financial statements. Consistent with SFAS No. 141(R), SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The impact of adoption of this standard on the Company’s financial statements was not material.

Effect of Newly Issued but not yet Effective Accounting Standards

In June 2009, FASB issued guidance impacting ASC 810-10, Consolidation. The objective the new guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a

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transferor’s continuing involvement in transferred financial assets. The new guidance is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Management does not expect the impact of adoption of this standard to be material.

In June 2009, FASB issued additional guidance impacting ASC 810-10, Consolidation to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The new guidance shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Management does not expect the impact of adoption of this standard to be material.

12. Subsequent events:

Exchange Agreement

On October 9, 2009, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with investors, including principally directors and officers of the Company and the Bank and certain individuals not affiliated with the Company (collectively, the “Investors”).

The Investors hold trust preferred securities with an aggregate liquidation amount of $10.0 million issued by PVF Capital Trust II (the “Trust”). In July 2006, the Company formed the Trust as a special purpose entity for the sole purpose of issuing $10.0 million of trust preferred securities (the “Capital Securities”). The Company issued subordinated debentures to the Trust in exchange for the proceeds of the offering of the trust preferred securities. The trust preferred securities carry a fixed rate of 7.462% until September 15, 2011 and thereafter a variable interest rate that adjusts to the three month LIBOR rate plus 175 basis points. The subordinated debentures are the sole asset of the Trust.

The Exchange Agreement provides that on the closing date, the Investors will exchange the $10.0 million of trust preferred securities for aggregate consideration consisting of (i) $400,000 in cash, (ii) shares of common stock valued at $600,000 based on the average daily closing price of the common stock over the 20 trading days prior to the closing of the transaction (the “20-Day Average Closing Price”) and (iii) warrants to purchase 769,608 shares of common stock plus a number of shares of common stock equal to 9.9% of the shares to be issued to the investors as described in clause (ii) above. In addition, the Investors will receive additional warrants that become exercisable in the event the Company completes one or more public or private offerings of its common stock within a year. The additional warrants will give the Investors the right to acquire additional shares of common stock so that the total number of shares they could acquire under all warrants would entitle them to purchase an aggregate of 4.9% of the Company’s common stock outstanding following the offering or offerings completed during that one-year period. The exercise price for the warrants is the lesser of (i) $4.00 per share, (ii) the 20-Day Average Closing Price, or (iii) if during the term of the warrants the Company sells shares of common stock in a public or private offering, the price at which shares are sold in that offering. The Warrants are exercisable for five years following the closing.

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Upon consummation of the transaction, the Company anticipates that the Capital Securities, common securities issued by the Trust and the Subordinated Debentures will be cancelled and will no longer be outstanding.

Consummation of the Exchange is subject to the approval of the Exchange by the shareholders of the Company pursuant to the rules and regulations of The Nasdaq Stock Market, Inc. The Company intends to submit a proposal for the approval of the Exchange to its shareholders at the Company’s upcoming 2009 annual meeting of stockholders. The directors of the Company have executed voting agreements agreeing to vote shares of Common Stock they hold in favor of the Exchange. Consummation of the Exchange also is subject to other customary closing conditions.

The shares of stock, warrants and stock issuable upon the exercise of warrants to be issued in the Exchange have not been registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

PVF Capital Corp. will file a preliminary proxy statement concerning the exchange with the Securities and Exchange Commission and expects to file and mail a definitive proxy statement to shareholders as soon as practicable. Shareholders of PVF Capital Corp. are urged to read the proxy statement when it is available because it will contain important information. Investors are able to obtain all documents filed with the SEC by PVF Capital Corp. free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by PVF Capital Corp. may be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, DC. The directors, executive officers, and certain other members of management and employees of PVF Capital Corp. are expected to be participants in the solicitation of proxies in favor of the exchange from the shareholders of PVF Capital Corp. Information about the directors and executive officers of PVF Capital Corp. will be included in the proxy statement to be filed with the SEC.

Repurchase Agreement

On October 29, 2009, the Company received notice from the counter-party to its repurchase agreement stating that due to the regulatory capital requirements included in the Cease and Desist Orders, more fully described in Note 9, that the counter-party is entitled to declare that an Event of Default had occurred and pursue all its remedies under the repurchase agreement. The counter-party did not indicate its intention to declare the Company in default. Among its remedies, the counter-party could unwind the trade at market value. This would result in a loss to the Company of approximately $3.0 million.

Other

Management has evaluated events occurring subsequent to the balance sheet date through November 6, 2009 (the date on which the financial statements were issued) and determined no other items require adjustment in or additional disclosure to the financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis discusses changes in financial condition and results of operations at and for the three-month period ended September 30, 2009 for PVF Capital Corp. (“PVF” or the “Company”), Park View Federal Savings Bank (the “Bank”), its principal and wholly-owned subsidiary, PVF Service Corporation (“PVFSC”), a wholly-owned real estate subsidiary, Mid Pines Land Co., a wholly-owned real estate subsidiary, PVF Holdings, Inc., PVF Community Development and PVF Mortgage Corporation, three wholly-owned and currently inactive subsidiaries.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-Q, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company’s market area, and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

The Company generally seeks to fund loan activity and liquidity by generating deposits through its branch network and through the use of various borrowing facilities. During the period, the Company funded a decrease in deposits and an increase in cash and cash equivalents with repayments of loans and short-term advances from the Federal Home Loan Bank. Additionally, the Company exchanged cash, common stock and warrants to acquire common stock in exchange for the cancellation of $10 million of subordinated debt.

In addition, the Company continued the origination of fixed-rate single-family loans for sale in the secondary market. The origination and sale of fixed-rate loans has historically generated gains on sale and allowed the Company to increase its investment in loans serviced. Consolidated assets of PVF were $887.1 million as of September 30, 2009, a decrease of approximately $25.1 million, or 2.8%, as compared to June 30, 2009. The Banks regulatory capital ratios for tier one core capital, tier one risk-based capital, and total risk-based capital were 6.70%, 8.77% and 10.03%, respectively, at September 30, 2009.

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During the three months ended September 30, 2009, the Company’s cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, increased $7.8 million, or 36.7%, as compared to June 30, 2009. The change in the Company’s cash, cash equivalents and federal funds sold consisted of increases to cash and federal funds sold offset by a decrease to interest-bearing deposits. The increase in cash and cash equivalents resulted from the Bank’s borrowing of a Federal Home Loan Bank advance of $10 million dollars at the end of the quarter in order to maintain sufficient liquidity for the origination of loans receivable held for sale and is in accordance with the Bank’s decision to maintain higher cash balances in order to bolster the Company’s liquidity.

Mortgage-backed securities available for sale decreased by $3.5 million as the result of the purchase of $1.5 million in mortgage-backed securities, the principal repayment of $6.0 million, and a positive market valuation adjustment of $1.0 million for securities held for sale.

Securities held to maturity increased by $7.0 million during the three months ended September 30, 2009 as a result of the Bank purchasing agency securities for investment and to pledge as collateral against the repurchase agreement.

Loans receivable, net, decreased by $15.2 million, or 2.3%, during the three months ended September 30, 2009. The decrease in loans receivable included decreases to multi-family residential, land, commercial equity line of credit, construction residential, construction multi-family, construction commercial loans, and consumer loans, partially offset by increases to one-to-four family, commercial, and home equity line of credit loans. The increase to commercial real estate loans was primarily the result of commercial construction loans converted to permanent financing.

Following is a breakdown of loans receivable at September 30, 2009 and June 30, 2009:

	September 30,			June 30,
	2009			2009
Real estate mortgages:
One-to-four family residential	$	160,353,613		$	158,955,714
Home equity line of credit		88,946,898			88,406,791
Multi-family residential		56,749,908			58,568,073
Commercial		195,256,770			192,114,887
Commercial equity line of credit		44,181,563			46,286,802
Land		60,308,532			60,922,130
Construction — residential		32,656,177			39,237,333
Construction — multi-family		4,944,559			5,211,399
Construction — commercial		16,684,318			20,381,398
Total real estate mortgages		660,082,338			670,084,527
Non-real estate loans		26,881,146			32,155,056
Total loans receivable		686,963,484			702,239,583
Net deferred loan origination fees		(1,915,363	)		(2,296,349	)
Allowance for loan losses		(31,823,982	)		(31,483,205	)
Loans receivable, net	$	653,224,139		$	668,460,029

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Park View Federal Savings Bank does not originate sub-prime loans and only originates Alt A loans for sale, without recourse, in the secondary market. All one-to-four family loans are underwritten according to agency underwriting standards. Exceptions, if any, are submitted to the loan committee for approval. Any exposure the Bank may have to these types of loans is immaterial and insignificant.

The decrease of $20.6 million in loans receivable held for sale is the result of timing differences between the origination and the sale of loans.

Real estate owned activity for the current three month period consisted of the addition of 4 single-family properties and one commercial property totaling approximately $1.7 million offset by the disposal of 10 single-family properties, one parcel of land, and 2 commercial properties that had a carrying amount totaling $1.7 million. The Bank incurred a loss of approximately $90,000 on the disposition of these properties. At September 30, 2009 the Bank had 39 properties totaling $11.6 million in real estate owned. The real estate owned included 21 single-family properties, 13 parcels of land, and 5 commercial properties.

Deposits decreased by $28.0 million, or 3.9%, primarily as a result of the maturity of $25.0 million in brokered deposits partially offset by modest increases to retail certificates of deposit and other transactional accounts. The increase of $10.0 million in short-term advances from the Federal Home Loan Bank of Cincinnati was the result of the Bank borrowing funds to maintain sufficient liquidity for the origination of loans receivable held for sale.

The decrease in subordinated debentures is the result of the previously mentioned transaction in which the Company entered into an exchange agreement whereby the Company paid $500,000 in cash, and issued $500,000 in common stock and warrants valued at $800,000 in exchange for the cancellation of $10.0 million of the Trust Preferred Obligation of PVF Capital Trust I. This transaction resulted in a pretax gain of $8.6 million.

The increase in advances from borrowers for taxes and insurance of $2.5 million is attributable to timing differences between the collection and payment of taxes and insurance.

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RESULTS OF OPERATIONS

Three months ended September 30, 2009,
compared to three months ended
September 30, 2008.

PVF’s net income is dependent primarily on its net interest income, which is the difference between interest earned on its loans and investments and interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest rate spread”) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s interest-rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand, the collectibility of loans, and deposit flows. Net interest income also includes amortization of loan origination fees, net of origination costs.

PVF’s net income is also affected by the generation of non-interest income, which primarily consists of loan servicing income, service fees on deposit accounts, and gains on the sale of loans held for sale. In addition, net income is affected by the level of operating expenses, loan loss provisions and costs associated with the acquisition, maintenance and disposal of real estate.

The Company’s net income for the three months ended September 30, 2009 was $4,199,900 as compared to a loss of $901,200 for the prior year comparable period. This represents an increase of $5,101,100 when compared with the prior year comparable period. The primary reason the Company was profitable for the period was a gain on an exchange the Company entered into during the period, resulting in the cancellation of $10 million of subordinated debt.

Net interest income for the three months ended September 30, 2009 decreased by $826,400, or 15.6%, as compared to the prior year comparable period. This resulted from a decrease of $2,493,500, or 20.0%, in interest income partially offset by a decrease of $1,667,100, or 23.2%, in interest expense. The decrease in net interest income was attributable to a decline of 39 basis points in the interest-rate spread for the quarter ended September 30, 2009 as compared to the prior year comparable period. The decrease in interest-rate spread resulted from increases in nonperforming loans in addition to lower market rates on interest earning assets.

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Item 2

RESULTS OF OPERATIONS continued

The following table presents comparative information for the three months ended September 30, 2009 and 2008 about average balances and average yields and costs for interest-earning assets and interest-bearing liabilities (dollars in thousands).

	September 30, 2009								September 30, 2008
	Average					Average			Average					Average
	Balance			Interest		Yield/Cost			Balance			Interest		Yield/Cost
Interest-earning assets
Loans (1)	$	732,889		$	9,157		5.00	%	$	721,682		$	11,412		6.33	%
Mortgage-backed securities		58,866			663		4.51	%		54,994			700		5.09	%
Investments and other		37,548			177		1.89	%		39,157			379		3.87	%
Total interest-earning assets		829,303			9,997		4.82	%		815,833			12,491		6.12	%
Non-interest-earning assets		60,342								70,627
Total Assets	$	889,645							$	886,460
Interest-bearing liabilities
Deposits	$	689,037		$	4,358		2.53	%	$	676,187		$	5,943		3.52	%
Borrowings		90,042			912		4.05	%		87,553			920		4.20	%
Subordinated debt		16,957			250		5.90	%		20,000			325		6.50	%
Total interest-bearing liabilities		797,412			5,520		2.77	%		783,740			7,188		3.67	%
Non-interest-bearing liabilities		38,366								33,127
Total liabilities	$	837,445							$	816,867
Shareholders’ equity		52,200								69,593
Total liabilities and shareholders’ equity	$	889,645							$	886,460
Net interest income				$	4,477							$	5,303
Interest-rate spread							2.05	%							2.46	%
Yield on interest-earning assets							2.16	%							2.60	%
Interest-earning assets to interest-bearing liabilities		104.00	%							104.09	%

(1) Non-accruing loans are included in the average loan balances for the periods presented.

23

Part I Financial Information

Item 2

RESULTS OF OPERATIONS continued

For the three months ended September 30, 2009, a provision for loan losses of $1,760,000 was recorded, while a provision for loan losses of $691,000 was recorded in the prior year comparable period. The provision for loan losses for the current period reflects management’s judgments about the credit quality of the Bank’s loan portfolio. The allowance for loan losses consists of a specific component and a general component.

Following is a breakdown of the valuation allowances:

	September 30, 2009		June 30, 2009
General valuation allowance	$	14,927,162	$	15,071,653
Specific valuation allowance		16,896,743		16,411,552
Total valuation allowance	$	31,823,905	$	31,483,205

Management’s approach includes establishing a specific valuation allowance by evaluating individual non-performing loans for probable losses based on a systematic approach involving estimating the realizable value of the underlying collateral. Additionally, management established a general valuation allowance for pools of performing loans segregated by collateral type. For the general valuation allowance, management is applying a prudent loss factor based on historical loss experience, trends based on changes to non-performing loans and foreclosure activity, and a subjective evaluation of the local population and economic environment. The loan portfolio is segregated into categories based on collateral type and a loss factor is applied to each category. The initial basis for each loss factor is the Company’s loss experience for each category. Historical loss percentages are calculated as transfers from the general reserve to the specific reserve, indicating a loss has been incurred, for each risk category during the past 12 months and dividing the total by the average balance of each category. Presently, historical loss percentages are updated on a monthly basis using a 12-month rolling average. Subjective adjustments are made to the Bank’s historical experience when deemed necessary by management.

A provision for loan losses is recorded when necessary to bring the allowance to a level consistent with this analysis. Management believes it uses the best information available to make a determination as to the adequacy of the allowance for loan losses. The current period provision for loan losses reflects the impact on the loss factors applied to pools of performing loans due to the recent increase in the Company’s historical loss experience.

The Company continues to aggressively review and monitor its loan portfolio. This review involves analyzing all large borrowing relationships, delinquency trends, and loan collateral valuation in order to identify impaired loans. This analysis is performed so that management can identify all troubled loans and loan relationships as well as deteriorating loans and loan relationships. As a result of this review detailed action plans are developed to either resolve or liquidate the loan and end the borrowing relationship.

24

Part I Financial Information

Item 2

RESULTS OF OPERATIONS continued

The following table provides statistical measures of non-performing assets:

	September 30,			June 30,
	2009			2009
	(Dollars in thousands)
Loans on non-accruing status (1):
Real estate mortgages:
One-to-four family residential	$	16,494		$	15,551
Commercial		16,294			13,140
Multi-family residential (2)		371			371
Construction and land (2)		40,710			39,757
Non real estate		1,042			943
Total loans on non-accrual status:	$	74,911		$	69,762
Ratio of non-performing loans to total loans		10.90	%		10.03	%
Other non-performing assets (3)	$	11,569		$	11,608
Total non-performing assets	$	86,480		$	81,370
Total non-performing assets to total assets		9.75	%		8.92	%

(1)	Non-accrual status denotes loans on which, in the opinion of management, the collection of additional interest is unlikely, or loans that meet the non-accrual criteria established by regulatory authorities. Payments received on a non-accrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on an assessment of the collectibility of the principal balance of the loan.
(2)	Two loans totaling $3,308,500 were reclassified from multi-family residential to construction and land for the period ended June 30, 2009.
(3)	Other non-performing assets represent property acquired by the Bank through foreclosure or repossession.

The levels of non-accruing loans at June 30, 2009 and September 30, 2009 are attributable to poor current local and economic conditions. Residential markets nationally and locally have been adversely impacted by a significant increase in foreclosures as a result of the problems faced by sub-prime borrowers and the resulting contraction of residential credit available to all but the most credit worthy borrowers. Land development projects nationally and locally have seen slow sales and price decreases. The Company has significant exposure to the residential market in the Greater Cleveland, Ohio area. As a result, the Company has seen a significant increase in non-performing loans. Due to an increase in foreclosure activity in the area, the foreclosure process in Cuyahoga County, the Company’s primary market, has become elongated. As such, loans have remained past due for considerable periods prior to being collected, transferred to real estate owned, or charged off.

Of the $74.9 million and $69.8 million in non-accruing loans at September 30, 2009 and June 30, 2009, $58.4 million and $58.6 million, respectively, were individually identified as impaired. All of these loans are collateralized by various forms of non-residential real estate or residential construction. These loans were reviewed for the likelihood of full collection based primarily on the value of the underlying collateral, and, to the extent collection of loan principal was in doubt, specific loss reserves were established. The evaluation of the underlying collateral included a consideration of the potential impact of erosion in real estate values due to poor

25

Part I Financial Information

Item 2

RESULTS OF OPERATIONS continued

local economic conditions and a potentially long foreclosure process. This consideration involves obtaining an updated valuation of the underlying real estate collateral and estimating carrying and disposition costs to arrive at an estimate of the net realizable value of the collateral. Through this process, specific loss reserves were established related to these loans outstanding at September 30, 2009 and June 30, 2009 of $12,339,379 and $12,684,241, respectively.

The remaining balance of non-performing loans represents homogeneous one-to-four family loans. These loans are also subject to the rigorous process for evaluating and accruing for specific loan loss situations described above. Through this process, specific loan loss reserves of $3.1 million and $2.1 million were established for these loans as of September 30, 2009 and June 30, 2009, respectively.

There are $15.6 million and $4.4 million in performing loans for which the Company has established specific loan loss reserves as of September 30, 2009 and June 30, 2009. These loans are collateralized by various forms of one-to-four family real estate, non-residential real estate or residential construction. These loans are also subject to the rigorous process for evaluating and accruing for specific loan loss situations described above. Through this process, specific loan loss reserves of $1.5 million and $1.6 million were established for these loans as of September 30, 2009 and June 30, 2009, respectively.

For the three months ended September 30, 2009, non-interest income increased by $10,905,000 from the prior year comparable period. This resulted primarily from the Company entering into an exchange agreement whereby the Company paid $500,000 in cash, and issued $500,000 in common stock and warrants valued at $800,000 in exchange for the cancellation of $10.0 million of the Trust Preferred Obligation of PVF Capital Trust I. This transaction resulted in a pretax gain of $8,561,500. In addition, income from mortgage banking activities increased by $597,000 as a result of increased loan refinance activity resulting from cyclically low market rates in the current period. In the three month period ended September 30, 2008, the Company recorded an impairment loss on FHLMC and FNMA preferred stock totaling $1,738,800. Other, net increased by 129,700 primarily due to income generated by the Company’s partnership interest in a Title Company. These increases were partially offset by increases to losses on real estate owned of $76,700, and declines in income on bank-owned life insurance (“BOLI”) of $32,500, and service and other fees of $12,700.

During these periods, the Company pursued a strategy of originating long-term fixed-rate loans pursuant to FHLMC and FNMA guidelines and selling such loans to the FHLMC or the FNMA, while retaining the servicing.

The decline in earnings on BOLI is the result of the Bank transferring the balances held in separate accounts from investment in mortgage-backed securities to money market accounts because of market volatility. The earnings of the money market account were insufficient to offset the cost of the insurance for most of the current period. The Bank was able to restructure its investment in BOLI in the current three month period, transferring the balances from money market accounts into separate accounts generating earnings in excess of the cost of insurance.

26

Part I Financial Information

Item 2

RESULTS OF OPERATIONS continued

Non-interest expense for the three months ended September 30, 2009 increased by $1,300,500, or 26.3%, from the prior year comparable period. This resulted from an increase in outside services of $777,400, federal deposit insurance of $374,300, and an increase in real estate owned expense of $593,300, partially offset by decreases in compensation and benefits of 316,300, office occupancy and equipment of $28,500 and other, net of $99,700.

The increase in outside services is due to increased consulting fees. The increase in the cost of FDIC insurance is due to a change in risk rating for the Bank and higher assessment rates charged on deposits, while the increase to real estate owned expense is attributable to the acquisition and maintenance of properties acquired through foreclosure.

The federal income tax provision for the three-month period ended September 30, 2009 represented an effective rate of 33.8% for the current period compared to a negative effective rate of 34.0% for the prior year comparable period.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity measures its ability to generate adequate amounts of funds to meet its cash needs. Adequate liquidity guarantees that sufficient funds are available to meet deposit withdrawals, fund loan commitments, purchase securities, maintain adequate reserve requirements, pay operating expenses, provide funds for debt service, pay dividends to stockholders and meet other general commitments in a cost-effective manner. The primary sources of funds are deposits, principal and interest payments on loans, proceeds from the sale of loans, repurchase agreements, and advances from the FHLB. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and local competition. The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, lending and investing activities during any given period. Additional sources of funds include lines of credit available from the FHLB.

During the current period the Company enhanced its liquidity position by using payments received on loans and mortgage-backed securities to repay the decrease in deposits and increase cash and cash equivalents. Management believes the Company maintains sufficient liquidity to meet current operational needs.

The holding company, PVF Capital Corp., has certain ongoing cash needs primarily related to trust preferred securities and the payment of dividends to stockholders. During the Dec 2008 quarter, the Company elected to defer interest payments on the trust preferred securities and suspend the payment of cash dividends to stockholders. As previously stated, the Company has entered into an exchange agreement whereby the Company paid $500,000 in cash, and issued $500,000 in common

27

Part I Financial Information

Item 2

LIQUIDITY AND CAPITAL RESOURCES continued

stock and warrants valued at $800,000 in exchange for the cancellation of $10.0 million of the Trust Preferred Obligation of PVF Capital Trust I. Additionally, the Company has entered into an agreement to exchange cash, common shares and warrants to acquire common shares for the $10.0 million Trust Preferred Obligation of PVF Capital Trust II. The Company anticipates that the Capital Securities, common securities issued by the Trust and the Subordinated Debentures will be cancelled and will no longer be outstanding. This transaction is pending shareholder approval, and is expected to be completed in December 2009 and to result in a pretax gain of approximately $8.7 million. The completion of both transactions will result in an annual reduction in cash paid for interest expense of approximately $1.1 million. Cash dividends to stockholders totaled $77,700 for the three months ended September 30, 2008. Cash at the holding company totaled $420,900 at September 30, 2009.

On October 19, 2009, the Company and the Bank each entered into a Stipulation and Consent to the Issuance of Order to Cease and Desist with the Office of Thrift Supervision (the “OTS”). Under the Order, the Bank may not declare or pay dividends or make any other capital distributions from the Bank without receiving prior OTS approval. The Company shall not declare, make or pay any cash dividends or other capital distributions or purchase, repurchase or redeem or commit to purchase, repurchase or redeem any Company equity stock without the prior non-objection of the OTS. The Company has withdrawn its application to participate in the U.S. Treasury’s Capital Purchase Program.

Item 3

QUANTITATIVE AND QUALTITATIVE DISCLOSURES ABOUT MARKET RISK

Risk management is essential in operating a financial services company effectively and successfully. Risks inherent in the financial services industry include credit, operational, interest rate, market and liquidity risk. Credit risk involves the risk of uncollectible amounts due on loans or other financial or insurance instruments. Operational risk is the risk of fraud, legal and compliance issues, processing errors, technology and disaster recovery, and breaches in business continuation and internal controls. Changes in interest rates affecting net interest income are interest rate risk. Market risk is the risk that a financial institution’s earnings and capital are adversely affected by movements in market rates and prices. The inability to fund obligations due to investors, borrowers and depositors is liquidity risk. The primary risks are credit risk and market risk.

During most of the three-month period ended September 30, 2009, declining short-term rates, competitive local market demand for deposits has resulted in a decrease to the Bank’s cost of funds, while the yield on interest-earning assets has declined due to decreases in short-term borrowing rates along with increases in impaired loans, resulting in a decrease in interest-rate spread. The compression of interest-rate spread is a function of a flatter yield curve for much of the period. Although the yield curve has returned to a more traditional positive slope during the current quarter, there remains a lag between market rates and the re-pricing of interest-earning assets and interest-bearing liabilities. The Company’s strategy is to keep the maturities of interest-earning assets and interest-bearing liabilities short. Management’s efforts are focused on mitigating the impact of the shape of the yield curve on the interest-rate spread.

28

Part I Financial Information

Item 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s 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 ensuring that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended: (i) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. It should be noted that the design of the Company’s disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote, but the Company’s principal executive and financial officers have concluded that the Company’s disclosure controls and procedures are, in fact, effective at a reasonable assurance level. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities and Exchange Commission Rule 13a-15 that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting except as set forth in its Annual Report on Form 10-K for the year ended June 30, 2009.

Part II Other Information

Item 1. Legal Proceedings. N/A

Item 1A. Risk Factors

For information regarding the Company’s risk factors see “Risk Factors,” in the Company’s Form 10-K for the fiscal year ended June 30, 2009 filed with the Securities and Exchange Commission on September 28, 2009. As of September 30, 2009, the risk factors of the Company have not changed materially from those reported in the Form 10-K except as set forth below.

The Company and the Bank are subject to restrictions and conditions of Cease and Desist Orders issued by the Office of Thrift Supervision. Both entities have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with the Cease and Desist Orders. Failure to comply with the Cease and Desist Orders could result in additional enforcement action against us.

The Office of Thrift Supervision has issued Cease and Desist Orders against PVF and Park View Federal. The Cease and Desist Orders contain a number of significant directives, including higher capital requirements, requirements to reduce the level of classified and criticized assets, growth and operating restrictions, restrictions on brokered deposits and

29

Part II Other Information continued

restrictions on dividend payments. These restrictions may impede the Company’s ability to operate its own business and to effectively compete in our markets. If we fail to comply with the terms and conditions of the Cease and Desist Orders, the Office of Thrift Supervision could take additional enforcement action against us, including the imposition of further operating restrictions or directing us to seek a merger partner. We have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with the Cease and Desist Orders, and we will incur ongoing expenses attributable to compliance with the terms of the orders. It is possible regulatory compliance expenses related to the Cease and Desist Orders could have a material adverse impact on us in the future. In addition, the Office of Thrift Supervision must approve any deviation from our business plan, which could limit our ability to make any changes to our business, which could negatively impact the scope and flexibility of our business activities. Further, the imposition of the Cease and Desist Orders may make it more difficult to attract and retain qualified employees. While we plan to take appropriate actions and intend to seek to have the Cease and Desist Orders terminated in the future, such actions may not result in the Office of Thrift Supervision terminating the Cease and Desist Orders.

Our classified asset levels currently are not sufficient to achieve compliance with the classified asset levels we must meet by December 31, 2010.

The Office of Thrift Supervision has directed Park View Federal to reduce the level of adversely classified assets to no more than 50% of core capital plus allowance for loan and lease losses by December 31, 2010 and to reduce the level of adversely classified assets and assets designated as special mention to no more than 65% of core capital plus allowance for loan and lease losses by December 31, 2010. At September 30, 2009, we did not meet these requirements and our levels of adversely classified assets and adversely classified assets and assets designated as special mention to core capital plus allowance for loan and lease losses were 1.40% and 1.73%, respectively. We do not expect to achieve compliance with these classified asset ratios prior to December 31, 2010. If we fail to meet the required classified asset ratios by December 31, 2010, the Office of Thrift Supervision could take additional enforcement action against us, including the imposition of further operating restrictions. The Office of Thrift Supervision also could also direct us to seek a merger partner.

Higher loan losses could require us to increase our allowance for loan losses through a charge to earnings.

When we loan money we incur the risk that our borrowers do not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a

30

Part II Other Information continued

significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. The recent decline in the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by our primary regulator, the Office of Thrift Supervision, as part of its examination process, which may result in the establishment of an additional allowance based upon the judgment of the Office of Thrift Supervision after a review of the information available at the time of its examination. Our allowance for loan losses amounted to $31.8 million, or 4.82% of total loans outstanding and 42.5% of nonperforming loans, at September 30, 2009. Our allowance for loan losses at September 30, 2009 may not be sufficient to cover future loan losses. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would decrease our earnings. In addition, at September 30, 2009, we had 31 loan relationships with outstanding balances that exceeded $3.0 million, all of which were performing according to their original terms. However, the deterioration of one or more of these loans could result in a significant increase in our nonperforming loans and our provision for loan losses, which would negatively impact our results of operations.

A continuation of recent turmoil in the financial markets could have an adverse effect on our financial position or results of operations.

Since 2008, United States and global financial markets have experienced severe disruption and volatility, and general economic conditions have declined significantly. Adverse developments in credit quality, asset values and revenue opportunities throughout the financial services industry, as well as general uncertainty regarding the economic, industry and regulatory environment, have had a marked negative impact on the industry. Dramatic declines in the U.S. housing market over the past two years, with falling home prices, increasing foreclosures and increasing unemployment, have negatively affected the credit performance of mortgage loans and resulted in significant write-downs of asset values by many financial institutions. The United States and the governments of other countries have taken steps to try to stabilize the financial system, including investing in financial institutions, and have also been working to design and implement programs to improve general economic conditions. Notwithstanding the actions of the United States and other governments, these efforts may not succeed in restoring industry, economic or market conditions and may result in adverse unintended consequences. Factors that could continue to pressure financial services companies, including PVF, are numerous and include (i) worsening credit quality, leading among other things to increases in loan losses and reserves, (ii) continued or worsening disruption and volatility in financial markets, leading to among other things, continuing reductions in asset values, (iii) capital and liquidity concerns regarding financial institutions generally, (iv) limitations resulting from or imposed in connection with governmental actions intended to stabilize or provide additional regulation of the financial system, or (v) recessionary conditions that are deeper or last longer than currently anticipated.

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Part II Other Information continued

The current economic recession could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

Our business activities and earnings are affected by general business conditions in the United States and in our local market area. These conditions include short-term and long-term interest rates, inflation, unemployment levels, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets and the strength of the economy in the United States generally and in our market area in particular. In the current recession, the national economy has experienced a general economic downturn, with rising unemployment levels, declines in real estate values and erosion in consumer confidence. Our primary market area has also been negatively impacted by the current economic recession. From September 2008 to August 2009, unemployment rates in the Cleveland-Elyria-Mentor metropolitan statistical area increased from 6.5% to 8.9%. In addition, our primary market area has also experienced a softening of the local real estate market, a reduction in local property values and a decline in the local manufacturing industry, which employs many of our borrowers. A prolonged or more severe economic downturn, continued elevated levels of unemployment, further declines in the values of real estate, or other events that affect household and/or corporate incomes could impair the ability of our borrowers to repay their loans in accordance with their terms. Nearly all of our loans are secured by real estate or made to businesses in our primary market area, the greater Cleveland metropolitan area and the surrounding areas. As a result of this concentration, a prolonged or more severe downturn in the local economy could result in significant increases in nonperforming loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would decrease our earnings and further increase the capital required to comply with the Cease and Desist Orders. The economic downturn could also result in reduced demand for credit or fee-based products and services, which also would decrease our revenues.

Increased and/or special FDIC assessments will hurt our earnings

Beginning in late 2008, the economic environment caused higher levels of bank failures, which dramatically increased FDIC resolution costs and led to a significant reduction in the Deposit Insurance Fund. As a result, the FDIC has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. The base assessment rate was increased by seven basis points (7 cents for every $100 of deposits) for the first quarter of 2009. Effective April 1, 2009, initial base assessment rates were changed to range from 12 basis points to 45 basis points across all risk categories with possible adjustments to these rates based on certain debt-related components. These increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. In addition, in May 2009, the FDIC imposed a special assessment on all insured institutions due to recent bank and savings association failures. The emergency assessment amounted to 5 basis points on each institution’s assets minus tier one (core) capital as of June 30, 2009, subject to a maximum equal to 10 basis points times the institution’s assessment base. Our special assessment, which was reflected in earnings for the quarter ended June 30, 2009, was $430,581. In addition, the FDIC may impose additional emergency special assessments after June 30, 2009, of up to 5 basis points per quarter on each institution’s assets minus tier one (core) capital if necessary to maintain public confidence in federal deposit insurance or as a result of deterioration in the deposit insurance fund

32

Part II Other Information continued

reserve ratio due to institution failures. The latest date possible for imposing any such additional special assessment is December 31, 2009, with collection on March 30, 2010. Any additional emergency special assessment imposed by the FDIC will further hurt our earnings.

In lieu of imposing a special assessment, the FDIC has proposed that all institutions prepay their assessments for the fourth quarter of 2009 and all of 2010, 2011 and 2012. This pre-payment would be due on December 30, 2009. Under the proposal, the assessment rate for the fourth quarter of 2009 and for 2010 would be based on each institution’s total base assessment rate for the third quarter of 2009, modified to assume that the assessment rate in effect on September 30, 2009 had been in effect for the entire third quarter, and the assessment rate for 2011 and 2012 would be equal to the modified third quarter assessment rate plus an additional 3 basis points. In addition, each institution’s base assessment rate for each period would be calculated using its third quarter assessment base, adjusted quarterly for an estimated 5% annual growth rate in the assessment base through the end of 2012. If the FDIC adopts this proposal, we would be required to make a payment of approximately $6.0 million to the FDIC on December 30, 2009. We would record this payment as a prepaid expense and amortize the expense over three years.

The Bank has been notified by the counterparty to a repurchase agreement that the counterparty is entitled to declare that an event of default has occurred under the repurchase agreement. If the counterparty were to declare a default and pursue its remedies, the Bank could incur an expense of approximately $3.0 million related to the early termination of the repurchase transaction.

The Bank is a party to a repurchase agreement, pursuant to which it has sold $50.0 million in securities to a counterparty with an obligation to repurchase such securities at a later date. The Bank’s obligation to repurchase securities is fully collateralized by the securities sold to the counterparty under obligation to repurchase. This transaction provides additional liquidity to the Bank at an imputed interest rate to the Bank of 4.99%. The Bank has been notified by the counterparty that as a result of the Bank’s failure to remain “well capitalized,” as described in the repurchase agreement, the counterparty is entitled to declare that an event of default has occurred under the agreement. While the counterparty has not at this time declared that an event of default has occurred, if it were to elect to do so and pursue its remedies under the repurchase agreement, it would be entitled to seize and sell the collateral it holds and use the proceeds from such sale to satisfy amounts owed it under the repurchase agreement. In such event, because market interest rates are below the imputed interest rate in the repurchase transaction, the Bank estimates based on current market rates that it could incur an expense of approximately $3.0 million related to the early termination of the repurchase transaction.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

(a) N/A

(b) N/A

(c) The Company did not repurchase its equity securities during the period ended September 30, 2009:

Item 3. Defaults Upon Senior Securities. N/A

Item 4. Submission of Matters to a Vote of Security Holders. N/A

33

Part II Other Information continued

Item 5. Other Information. N/A.

Item 6.	(a) Exhibits
4.1	Form of Common Stock Warrant issued to Alesco Preferred Funding IV, Ltd.
4.2	Form of Common Stock Warrant issued to Alesco Preferred Funding IV, Ltd.
10.1	Exchange Agreement by and among Alesco Preferred Funding IV, Ltd., Cohen & Company Financial Management, LLC and PVF Capital Corp., dated September 1, 2009
10.2	Joint Cancellation Direction and Release by and among PVF Capital Corp., PVF Capital Trust I and The Bank of New York Mellon, dated September 3, 2009
10.3	Exchange Agreement between PVF Capital Corp., Marty E. Adams, Umberto P. Fedeli, Robert J. King, Jr., James B. Pastore, John S. Loeber, Lee Burdman, Jonathan A. Levy, Richard R. Hollington Jr. and Richard R. Hollington, III, dated October 9, 2009
10.4	Stipulation and Consent to the Issuance of an Order to Cease and Desist between Park View Federal Savings Bank and the Office of Thrift Supervision (1)
10.5	Order to Cease and Desist issued by the Office of Thrift Supervision for Park View Federal Savings Bank (1)
10.6	Stipulation and Consent to the Issuance of an Order to Cease and Desist between PVF Capital Corp. and the Office of Thrift Supervision (1)
10.7	Order to Cease and Desist issued by the Office of Thrift Supervision for PVF Capital Corp. (1)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32	Section 1350 Certification

(1) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2009 (Commission File No. 0-24948).

34

Signature

Pursuant to the requirements 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.

	PVF Capital Corp.    (Registrant)
Date: November 6, 2009	/s/ Robert J. King, Jr.
	Robert J. King, Jr.
	President and Chief Executive Officer (Duly authorized officer)
	/s/ Edward B. Debevec
	Edward B. Debevec
	Treasurer (Principal financial officer)

EX-4.1

Exhibit 4.1

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Date: September 3, 2009

COMMON STOCK WARRANT

OF

PVF CAPITAL CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

THIS CERTIFIES THAT, for value received, ALESCO PREFERRED FUNDING IV, LTD. (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.

This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and among the Investor, Cohen & Company Financial Management, LLC, and the Company (the “Exchange Agreement”).

1. TERM. Subject to the terms hereof, the purchase right represented by this Warrant is exercisable, in whole, at any time from and after the Grant Date and at or prior to 11:59 p.m. Eastern Standard Time on the date two (2) years following the Grant Date (the “Expiration Date”). The number of Shares, type of security and Exercise Price (as that term is defined in Section 2 hereof) are subject to adjustment as provided herein, and all references to “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. Terms used

	herein and not otherwise defined shall have the meaning as set forth in the Exchange Agreement.
2.	NUMBER OF SHARES. Subject to the terms and conditions hereinafter set forth, the Investor is entitled, upon surrender of this Warrant prior to the Expiration Date, to purchase from the Company, the lesser of (i) 769,608 shares of the Company’s common stock or (ii) the maximum number of shares of the Company’s common stock then issued and outstanding such that the Investor, upon its exercise of this Warrant, shall own 9.9% of the Company’s common stock then issued and outstanding; provided, however, that the maximum number of shares that can be purchased shall not exceed 769,608 shares, and provided further that in the event the Investor receives comfort from the Office of Thrift Supervision (“OTS”) that allows it to rebut the presumption that its holdings of the Company’s common stock constitute control of the Company for the purpose of the applicable OTS regulations, clause (ii) shall have no effect. The purchase price for the shares of the Company’s common stock purchased pursuant to this Warrant shall be equal to the lesser of: (i) $4.00 per share; (ii) in the event that the Company consummates a public offering, other than pursuant to an employee benefit plan of the Company, after the date hereof and prior to the Expiration Date, the public offering price for shares of the Company’s common stock in such offering or in the event that the Company consummates a private placement of             shares of its common stock in exchange exclusively for cash consideration pursuant to Regulation D after the date hereof and prior to the Expiration Date, the Regulation D private placement offering price for shares of the Company’s common stock; or (iii) the Conversion Price (as defined below) (“Exercise Price”). The “Conversion Price” shall be equal to the price, if any, utilized in the Capital II Agreement (as defined below) to determine the number of shares of the common stock of the Company to be exchanged for capital securities of PVF Capital Trust II exclusive of any warrants, warrant shares or warrant prices. The “Capital II Agreement” shall be the written agreement, if any, executed by the Company within one (1) year of the Grant Date, in regard to the Company’s purchase of capital securities of PVF Capital Trust II, which provides for the exchange of the Company’s shares of common stock for capital securities of PVF Capital Trust II. In the event that no such agreement and/or a conversion price pursuant to such an agreement are respectively entered into or agreed to, then there shall be no “Conversion Price”.
3.	METHOD OF EXERCISE. The purchase right represented by this Warrant may be exercised by the Investor, in whole, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company accompanied by payment to the Company, by certified check, or wire transfer payable to the Company, in an amount equal to the then applicable Exercise Price per share multiplied by the number of Shares then being purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to receive from the Company a stock certificate representing the number of Shares so purchased which shall be delivered to the Investor as soon as

	possible and in any event within thirty (30) days of receipt of such notice, surrendered Warrant and proper payment. The Investor shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.
4.	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non assessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, subject to shareholder approval, if required by applicable law, and reserved for the purpose of issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide for the exercise of the right represented by this Warrant.
5.	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

a. Reclassification or Merger. If at any time while this Warrant remains outstanding and unexpired, in case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance reasonably satisfactory to the Investor) providing that the Investor shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 5. The provisions of this subparagraph (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

b.	Subdivisions or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock the number of Shares issuable upon exercise hereof, shall be proportionally adjusted and the Exchange Price shall be adjusted so that the aggregate exercise price of this Warrant shall at all time remains equal.
c.	Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend payable in shares of Common Stock (except any distribution specifically provided for in the foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution and the number of Shares subject to this Warrant shall be proportionately adjusted.
d.	No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Paragraph 5 and in the taking of all such action as maybe necessary or appropriate in order to protect the rights of the Investor against impairment.

6.

NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted pursuant to the provisions hereof, the Company shall within thirty (30) days of such adjustment deliver a certificate signed by its chief financial officer to the Investor setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price after giving effect to such adjustment.

7.

FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional Shares the Company shall make a cash payment equal to the excess of the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the exercise date for such fractional shares above the Warrant Price for such fractional share.

8.	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor provided that the Investor in connection with such transfer delivers to the Company an opinion of counsel, in form and substance satisfactory to the Company, that registration is not required under the Securities Act of 1933, as amended, or any applicable state securities laws.
9.	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock, or any other securities of the Company which may at any time be issuable on the exercise thereof for any purpose, nor shall anything contained herein be construed to confer upon the Investor, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
10.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and delivered on the basis of the following:

a.	This Warrant has been duly authorized and executed by the Company and when delivered will be the valid and binding obligation of the Company enforceable in accordance with its terms;
b.	The Shares have been duly authorized by the Company and when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;
c.	The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the Investor are as set forth in the Company’s Articles of Incorporation, as amended;
d.	The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal state or local government authority or agency or other person.

12. REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents and warrants that:

a.	Purchase Entirely for Own Account. This Warrant is issued to the Investor in reliance upon Investor’s representation to the Company, which by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant and the Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By acknowledging this Warrant, it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Securities. It has full power and authority to acknowledge this Warrant.
b.	Disclosure of Information. It has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant.
c.	Investment Experience. The Investor acknowledges that it can bear the economic risk of its investment, and has not been organized solely for the purpose of acquiring the Warrant.
d.	Accredited Investor. The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
e.	Restricted Securities. It understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
f.	Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

i. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH

A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

13.

MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

14.

NOTICES. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section);

To Investor:	ALESCO PREFERRED FUNDING IV, LTD.
	c/o Cohen & Company Financial Management, LLC
	2929 Arch Street, 17th Floor
	Philadelphia, PA 19104-2870
	Attn: Samuel Hillier, Director
	Fax: (215) 701-8282
	Email: shillier@cohenandcompany.com
With a Copy to:	DECHERT LLP
	2929 Arch Street
	Philadelphia, PA 19104
	Attn: Ralph R. Mazzeo, Esq.
	Fax: (215) 994-2222
	Email: ralph.mazzeo@dechert.com
To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916

With a copy to:	Krugliak, Wilkins, Griffiths
	& Dougherty Co., L.P.A.
	4775 Munson St. N.W.
	P.O. Box 36963
	Canton, Ohio 44735-6963
	Attn: Randall C. Hunt,
	Fax: (330) 497-4020
	Email: rchunt@kwgd.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 14.

15.

BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall be binding upon the Company and its respective successors and assigns and the Investor. All of the obligations of the parties relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant and all of the covenants and agreements of each party relating thereto shall inure to the benefit of the successors and assigns of the other. The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of the Investor but at the Company’s expense, acknowledge in writing its continuing obligation to the Investor in respect of any rights (including, without limitation, any right to registration of the shares of Registrable Securities) to which the Investor shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of the Investor to make any such request shall not affect the continuing obligation of the Company to the Investor in respect of such rights.

16.

LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

17.	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.
18.	GOVERNING LAW. This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles.
19.	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by the rules and regulations of the Securities and Exchange Commission, the Nasdaq National Market or any other applicable stock exchanges.
20.	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the Company and Investor shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Warrant and the other agreements contemplated by this Warrant.
21.	COUNTERPARTS. This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[Remainder of Page Intentionally Left Blank]

     The parties have executed this Warrant as of the date set forth above.

Investor:	ALESCO PREFERRED FUNDING IV, LTD.
	By:	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely in its capacity as Manager
	By:	/s/ Samuel Hillier
		Name:	Samuel Hillier
		Title:	Director

Company:	PVF CAPITAL CORP., An Ohio corporation
	By:	/s/ Marty E. Adams
		Name:	Marty E. Adams
		Title:	Interim CEO

EXHIBIT A
NOTICE OF EXERCISE

To: PVF CAPITAL CORP.
30000 Aurora Road
Solon, Ohio 44139
Attn:

1.	The undersigned hereby elects to purchase _____ Shares of Common Stock of PVF CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Shares in full.
2.	Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name or names as are specified below:

Name:

Address:

3. The undersigned represents that the aforesaid Shares being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Shares.

ALESCO PREFERRED FUNDING IV, LTD.
By:	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely in its capacity as Manager
By:
	Name:	Samuel Hillier
	Title:	Director

EX-4.2

Exhibit 4.2

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Date: September 3, 2009

COMMON STOCK WARRANT

OF

PVF CAPITAL CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

THIS CERTIFIES THAT, for value received, ALESCO PREFERRED FUNDING IV, LTD. (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.

This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and among the Investor, Cohen & Company Financial Management, LLC, and the Company (the “Exchange Agreement”).

1. TERM. Subject to the terms hereof, the purchase right represented by this Warrant is exercisable, in whole, at any time from and after the Grant Date and at or prior to 11:59 p.m. Eastern Standard Time on the date two (2) years following the Grant Date. Notwithstanding the foregoing, in the event that the Company does not execute a Capital II Agreement (as defined below) within one (1) year of the Grant Date, this Warrant shall terminate and be of no effect. The number of Shares, type of security and Exercise Price (as that term is defined in Section 2 hereof) are subject to adjustment as provided herein, and all references to

	“Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. Terms used herein and not otherwise defined shall have the meaning as set forth in the Exchange Agreement.
2.	NUMBER OF SHARES. Subject to the terms and conditions hereinafter set forth, in the event of a Capital II Agreement (as defined below), the Investor is entitled, upon surrender of this Warrant, to purchase from the Company, shares of the Company’s stock in an amount equal to the lesser of (i) the Allowable Number (as defined below) or (ii) the maximum number of shares of the Company’s common stock then issued and outstanding such that the Investor, upon its exercise of this Warrant, shall own 9.9% of the Company’s common stock then issued and outstanding; provided, however, that the maximum number of shares that can be purchased shall not exceed the Allowable Number, and provided further that in the event the Investor receives comfort from the Office of Thrift Supervision (“OTS”) that allows it to rebut the presumption that its holdings of the Company’s common stock constitute control of the Company for the purpose of the applicable OTS regulations, clause (ii) shall have no effect. The purchase price for the shares of the Company’s common stock purchased pursuant to this Warrant shall be at a purchase price equal to the Conversion Price (as defined below) (“Exercise Price”). The “Capital II Agreement” shall be the written agreement, if any, executed by the Company within one (1) year of the Grant Date, in regard to the Company’s purchase of capital securities of PVF Capital Trust II, which provides for the exchange of the Company’s shares of common stock for capital securities of PVF Capital Trust II. The “Conversion Price” shall be equal to the price, if any, utilized in the Capital II Agreement to determine the number of shares of the common stock of the Company to be exchanged for capital securities of PVF Capital Trust II pursuant to the Capital II Agreement exclusive of any warrants, warrant shares or warrant prices. By way of example for illustrative purposes, if the Capital II Agreement provided for terms identical to those provided in this Agreement, then the Conversion Price would be the average daily closing price of the Company's common stock for the twenty (20) business days prior to the date of the Capital II Agreement. The “Allowable Number” shall be the lesser of (i) 9.9% of the Company’s common stock exchanged at the Conversion Price pursuant to the Capital II Agreement or (ii) 1,546,991 less the sum of 769,608 plus the number of shares issued pursuant to Section 2.1(b) of the Exchange Agreement.
3.	METHOD OF EXERCISE. The purchase right represented by this Warrant may be exercised by the Investor, in whole, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company accompanied by payment to the Company, by certified check, or wire transfer payable to the Company, in an amount equal to the then applicable Exercise Price per share multiplied by the number of Shares then being purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to receive from the Company a stock certificate representing the number of Shares so purchased which shall be delivered to the Investor as soon as possible and in any event within thirty (30) days of receipt of such notice, surrendered Warrant and proper payment. The Investor shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the

	record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.
4.	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non assessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, subject to shareholder approval, if required by applicable law, and reserved for the purpose of issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide for the exercise of the right represented by this Warrant.
5.	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. After execution of the Capital II Agreement, the number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

a.

Reclassification or Merger. If at any time while this Warrant remains outstanding and unexpired, in case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance reasonably satisfactory to the Investor) providing that the Investor shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 5. The provisions of this subparagraph (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

b.

Subdivisions or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of Shares issuable upon exercise

	hereof shall be proportionally adjusted and the Exchange Price shall be adjusted so that the aggregate exercise price of this Warrant shall at all time remains equal
c.	Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend payable in shares of Common Stock (except any distribution specifically provided for in the foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution and the number of Shares subject to this Warrant shall be proportionately adjusted.
d.	No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Paragraph 5 and in the taking of all such action as maybe necessary or appropriate in order to protect the rights of the Investor against impairment.

6.	NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted pursuant to the provisions hereof, the Company shall within thirty (30) days of such adjustment deliver a certificate signed by its chief financial officer to the Investor setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price after giving effect to such adjustment.
7.	FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional Shares the Company shall make a cash payment equal to the excess of the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the exercise date for such fractional shares above the Warrant Price for such fractional share.
8.	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor provided that the Investor in connection with such transfer delivers to the

Company an opinion of counsel, in form and substance satisfactory to the Company, that registration is not required under the Securities Act of 1933, as amended, or any applicable state securities laws.

9.

RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock, or any other securities of the Company which may at any time be issuable on the exercise thereof for any purpose, nor shall anything contained herein be construed to confer upon the Investor, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

10.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and delivered on the basis of the following:

a.	This Warrant has been duly authorized and executed by the Company and when delivered will be the valid and binding obligation of the Company enforceable in accordance with its terms;
b.	The Shares have been duly authorized by the Company and when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;
c.	The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the Investor are as set forth in the Company’s Articles of Incorporation, as amended;
d.	The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal state or local government authority or agency or other person.

12. REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents and warrants that:

a.	Purchase Entirely for Own Account. This Warrant is issued to the Investor in reliance upon Investor’s representation to the Company, which by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant and the Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By acknowledging this Warrant, it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Securities. It has full power and authority to acknowledge this Warrant.
b.	Disclosure of Information. It has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant.
c.	Investment Experience. The Investor acknowledges that it can bear the economic risk of its investment, and has not been organized solely for the purpose of acquiring the Warrant.
d.	Accredited Investor. The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
e.	Restricted Securities. It understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
f.	Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

i. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN

EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

13.

MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

14.

NOTICES. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section);

To Investor:	ALESCO PREFERRED FUNDING IV, LTD.
	c/o Cohen & Company Financial Management, LLC
	2929 Arch Street, 17th Floor
	Philadelphia, PA 19104-2870
	Attn: Samuel Hillier, Director
	Fax: (215) 701-8282
	Email: shillier@cohenandcompany.com
With a Copy to:	DECHERT LLP
	2929 Arch Street
	Philadelphia, PA 19104
	Attn: Ralph R. Mazzeo, Esq.
	Fax: (215) 994-2222
	Email: ralph.mazzeo@dechert.com
To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916

With a copy to:	Krugliak, Wilkins, Griffiths
	& Dougherty Co., L.P.A.
	4775 Munson St. N.W.
	P.O. Box 36963
	Canton, Ohio 44735-6963
	Attn: Randall C. Hunt,
	Fax: (330) 497-4020
	Email: rchunt@kwgd.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 14.

15.	BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall be binding upon the Company and its respective successors and assigns and the Investor. All of the obligations of the parties relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant and all of the covenants and agreements of each party relating thereto shall inure to the benefit of the successors and assigns of the other. The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of the Investor but at the Company’s expense, acknowledge in writing its continuing obligation to the Investor in respect of any rights (including, without limitation, any right to registration of the shares of Registrable Securities) to which the Investor shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of the Investor to make any such request shall not affect the continuing obligation of the Company to the Investor in respect of such rights.
16.	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.
17.	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

18.	GOVERNING LAW. This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles.
19.	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by the rules and regulations of the Securities and Exchange Commission, the Nasdaq National Market or any other applicable stock exchanges.
20.	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the Company and Investor shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Warrant and the other agreements contemplated by this Warrant.
21.	COUNTERPARTS. This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[Remainder of Page Intentionally Left Blank]

     The parties have executed this Warrant as of the date set forth above.

Investor:	ALESCO PREFERRED FUNDING IV, LTD.
	By: COHEN & COMPANY FINANCIAL
	MANAGEMENT, LLC, solely in its
	capacity as Manager

	By:	/s/ Samuel Hillier
		Name:	Samuel Hillier
		Title:	Director
Company:	PVF CAPITAL CORP., An Ohio corporation
	By:	/s/ Marty E. Adams
		Name:	Marty E. Adams
		Title:	Interim CEO

EXHIBIT A
NOTICE OF EXERCISE

To: PVF CAPITAL CORP.
30000 Aurora Road
Solon, Ohio 44139
Attn:

1.	The undersigned hereby elects to purchase _________ Shares of Common Stock of PVF CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Shares in full.
2.	Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name or names as are specified below:

Name:

Address:

3. The undersigned represents that the aforesaid Shares being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Shares.

ALESCO PREFERRED FUNDING IV, LTD.
By: COHEN & COMPANY FINANCIAL
MANAGEMENT, LLC, solely in its
capacity as Manager

By:
	Name:	Samuel Hillier
	Title:	Director

EX-10.1

Exhibit 10.1

EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 1, 2009, by and among ALESCO PREFERRED FUNDING IV, LTD., a Cayman Islands exempted company (the “Alesco CDO”), COHEN & COMPANY FINANCIAL MANAGEMENT, LLC (“Manager”), and PVF CAPITAL CORP., an Ohio bank holding company (the “Company”).

RECITALS

     A. Reference is made to that certain Indenture (the “Indenture”), dated as of June 29, 2004, by and between the Company and The Bank of New York Mellon Trust Company, National Association, a national banking association (as successor to JPMorgan Chase Bank, National Association) (“BNYM”).

     B. Reference is made to that certain Trust Agreement (the “Trust Agreement”), dated as of July 23, 2004, by and among the Company, BNYM, BNY Mellon Trust of Delaware (as successor to Chase Bank USA, National Association, the respective administrative trustees named therein and other parties thereto.

     C. PVF Capital Trust I, a Delaware business trust (the “Trust”), is the holder of a Junior Subordinated Note due 2034 in the original principal amount of $10,310,000 issued by the Company pursuant to the Indenture.

     D. The Alesco CDO is the holder of Trust Preferred Securities due July 23, 2034 in the original principal amount of $10,000,000 (the “TruPS”) issued by the Trust pursuant to the Trust Agreement.

     E. On August 7, 2009, the Manager on behalf of and as Collateral Manager for the Alesco CDO, and the Company executed a certain offer letter (the “Letter Agreement”), pursuant

to which the Alesco CDO and the Company agreed that the Alesco CDO would exchange the TruPS for the consideration set forth herein pursuant to the terms and conditions of this Agreement (the “Exchange”).

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

     1. Exchange of TruPS.

          Upon and subject to the terms and conditions contained in this Agreement, on the Closing Date (as defined in Section 9.1), the Alesco CDO shall deliver the TruPS to the Company, free and clear of all claims, liens and Encumbrances (as defined herein), and the Company shall transfer and deliver to the Alesco CDO the consideration set forth in Section 2.1 of this Agreement.

     2. Consideration for the Exchange.

          2.1 Exchange Price.

          The consideration to be delivered to the Alesco CDO as set forth in Section 1 (the “Exchange Price”) shall be:

(a)	a cash payment of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00);
(b)	a number of shares of the Company’s common stock equal to $500,000.00 divided by the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the date of this Agreement (“Common Stock”); and
(c)	a warrant, in the form attached hereto as Exhibit A (the “Exhibit A Warrant”), to purchase the lesser of 769,608 shares of the

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Company’s common stock or (ii) the maximum number of shares of the Company’s common stock then issued and outstanding such that the Alesco CDO, upon its exercise of the Exhibit A Warrant, shall own 9.9% of the Company’s common stock then issued and outstanding; provided, however, that the maximum number of shares that can be purchased shall not exceed 769,608 shares, and provided further that in the event the Alesco CDO receives comfort from the Office of Thrift Supervision (“OTS”) that allows it to rebut the presumption that its holdings of the Company’s common stock constitute control of the Company for the purpose of the applicable OTS regulations, clause (ii) shall have no effect. The Exhibit A Warrant shall be exercisable within two (2) years of the Closing Date and shall provide for purchase of the shares at a strike price equal to the lesser of (i) $4.00 per share or (ii) in the event that the Company consummates a public offering, other than pursuant to an employee benefit plan of the Company, the public offering price for shares of the Company’s common stock in such offering or in the event that the Company consummates a private placement of shares of its common stock in exchange exclusively for cash consideration pursuant to Regulation D, the Regulation D private placement offering price for shares of the Company’s common stock or (iii) the Conversion Price (as defined in Section 2.1(d) below).

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(d) a warrant, in the form attached hereto as Exhibit B (the “Exhibit B Warrant”) to purchase the lesser of (i) the Allowable Number (as defined below) of shares of the Company’s common stock or (ii) the maximum number of shares of the Company’s common stock then issued and outstanding such that the Alesco CDO, upon its exercise of the Exhibit B warrant, shall own 9.9% of the Company’s common stock then issued and outstanding; provided, however, that the maximum number of shares that can be purchased shall not exceed the Allowable Number, and provided further that in the event the Alesco CDO receives comfort from OTS that allows it to rebut the presumption that its holdings of the Company’s common stock constitute control of the Company for the purpose of the applicable OTS regulations, clause (ii) shall have no effect. The Exhibit B Warrant shall be exercisable within two years of the Closing Date only in the event that the Capital II Agreement (as defined below) is consummated by the Company, and shall provide for the purchase of the Company’s common stock at the Conversion Price (as defined below). The “Capital II Agreement” shall be the written agreement, if any, executed by the Company within one (1) year of the Closing Date, in regard to the Company’s purchase of capital securities of PVF Capital Trust II, which provides for the exchange of the Company’s shares of common stock for capital securities of PVF Capital Trust II. The “Conversion Price” shall be equal to the price, if any, utilized in

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the Capital II Agreement to determine the number of shares of the common stock of the Company to be exchanged for capital securities of PVF Capital Trust II exclusive of any warrants, warrant shares or warrant prices. By way of example for illustrative purposes, if the Capital II Agreement provided for terms identical to those provided in this Agreement, then the Conversion Price would be the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the date of the Capital II Agreement. The “Allowable Number” shall be the lesser of (i) 9.9% of the Company’s common stock exchanged at the Conversion Price pursuant to the Capital II Agreement exclusive of any warrants or warrant shares or (ii) 1,546,991 less the sum of 769,608 plus the number of shares issued pursuant to Section 2.1(b) above.

          2.2 Payment of Exchange Price.

          The Company shall deliver the cash portion of the Exchange Price by wire transfer of immediately available funds to the Alesco CDO on the Closing Date pursuant to the wire instructions set forth on Exhibit C.

          2.3 Representations and Warranties of the Alesco CDO regarding the Common Stock.

          The Alesco CDO represents and warrants to the Company as follows:

(a) (i) The Alesco CDO is familiar with the nature of and risks involved in an investment in the Common Stock, (ii) is financially capable of bearing the economic risk of this investment, and (iii)

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	has carefully considered and evaluated the risks and advantages of receiving the Common Stock.
(b)	The Alesco CDO understands that (i) the Common Stock has not been registered under the Securities Act of 1933, as amended (hereinafter referred to as the “1933 Act”) or any state securities laws, (ii) the Common Stock is being acquired for investment and agrees and represents that it will not sell or distribute the Common Stock or any portion thereof without compliance with all applicable securities laws.
(c)	The Alesco CDO is fully aware that the Common Stock is being issued and sold in reliance upon an exemption provided for by the 1933 Act and the applicable state securities laws, on the basis that no public offering is involved, and that the representations set forth in this Agreement are being relied upon by the Company and are essential to the availability of such exemption.
(d)	The Alesco CDO acknowledges and understands that the certificate evidencing its ownership of the Common Stock will be imprinted with a legend substantially in the following form:
	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

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(e)	The Alesco CDO is acquiring the Common Stock for its own account.
(f)	The offer and purchase of the Common Stock was initiated in a private, negotiated transaction between the Alesco CDO and Company, and no general solicitation was utilized by the Company.
(g)	The Alesco CDO is a resident, for tax and other purposes, of the Cayman Islands.
(h)	The Alesco CDO is an Accredited Investor (as such term is defined in Rule 501 promulgated under the 1933 Act) and the Alesco CDO is an Accredited Investor due to his meeting the following class of Accredited Investor:
	An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Common Stock, with total assets in excess of $5,000,000.

     3. Representations and Warranties of the Alesco CDO.

     The Alesco CDO makes the representations and warranties contained in Sections 3.1 through 3.8 to the Company intending that the Company rely on each of such representations and warranties in order to induce the Company to enter into and complete the transaction contemplated by this Agreement. The representations and warranties set forth in this Article 3 shall survive the consummation of the transaction contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided that in the case of fraud, the

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representations and warranties shall survive the consummation of such transaction without any time limit. Where reference is made to the knowledge of the Alesco CDO, such knowledge means and includes the actual knowledge of any of the directors or officers of the Alesco CDO.

          3.1 Execution and Validity (the Alesco CDO).

          The Alesco CDO has the full right, power and authority to enter into, and the ability to perform its obligations under this Agreement and all other agreements and instruments contemplated by this Agreement. This Agreement has been duly executed and delivered by the Alesco CDO and is, and the other agreements and instruments to be executed and delivered by the Alesco CDO will be, when executed and delivered by it, legal, valid and binding agreements of the Alesco CDO, enforceable in accordance with their respective terms.

          3.2 Execution and Validity (Manager).

          The Manager has the full right, power and authority to enter into this Agreement and all other agreements and instruments contemplated by this Agreement on behalf of the Alesco CDO. This Agreement has been duly executed and delivered by the Manager, on behalf of Alesco CDO and is, and all other agreements and instruments to be executed and delivered by the Manager will be, when executed and delivered by the Manager, legal, valid and binding agreements of the Alesco CDO, enforceable in accordance with their respective terms.

          3.3 Organization and Qualification.

          The Alesco CDO (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and (b) has all the requisite power and authority to carry on its businesses as such businesses are presently conducted.

          3.4 Absence of Encumbrances (the Alesco CDO).

          The Alesco CDO is the record and beneficial owner of the TruPS, free and clear of any liens, pledges, claims, restrictions, agreements, charges and encumbrances of any kind

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(“Encumbrances”) and there are no pending or, to Alesco CDO’s knowledge, threatened claims or proceedings which would impair or encumber any of the TruPS.

          3.5 Absence of Encumbrances (Manager).

          The Manager has no Encumbrances of any kind whatsoever with respect to any of the TruPS.

          3.6 Absence of Violations.

          Neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by this Agreement or such other agreements and instruments will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third party the right to accelerate any obligation under, any charter provision, bylaw, contract, agreement indenture, deed of trust, instrument, order, law or regulation to which the Alesco CDO is a party or by which the Alesco CDO, or any of its assets or properties are in any way bound or obligated or (b) result in the creation of any Encumbrance upon any of the TruPS.

          3.7 Consents.

          (a) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Alesco CDO in connection with the transaction contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any person or entity under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement by the Alesco CDO, or the consummation by the Alesco CDO of the transaction contemplated by this Agreement.

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          3.8 Brokers.

          No agent, broker, investment banker or other person or entity acting on behalf of the Alesco CDO or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transaction contemplated by this Agreement for which the Company or the Alesco CDO is or will become liable.

     4. Representations and Warranties of Company.

          The Company makes the representations and warranties contained in Sections 4.1 through 4.9 to the Alesco CDO intending that the Alesco CDO rely on each of such representations and warranties in order to induce the Alesco CDO to enter into and complete the transaction contemplated by this Agreement. These representations and warranties shall survive the consummation of the transaction contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided that in cases of fraud these representations and warranties shall survive the consummation of such transaction without any time limit. Where reference is made to the knowledge of the Company, such knowledge means and includes the actual knowledge of any of the directors or officers of the Company.

          4.1 Execution and Validity.

          The Company has the full right, power and authority to enter into, and the ability to perform its obligations under this Agreement and all other agreements and instruments contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and is, and the other agreements and instruments to be executed and delivered by the Company will be, when executed and delivered by it, legal, valid and binding agreements the Company, enforceable in accordance with their respective terms.

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          4.2 Organization and Qualification.

          The Company (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and (b) has all the requisite power and authority to carry on its businesses as such businesses are presently conducted.

          4.3 Absence of Encumbrances.

          The Common Stock has been duly authorized by all necessary corporate action. When issued and sold against receipt of consideration thereof, the Common Stock will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Common Stock are validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Ohio law. Any subsequent common stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d) will be validly issued by the Company, fully paid, non- assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of any common stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d) will be validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Ohio law.

          4.4 Absence of Violations.

          Neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by this Agreement or such other agreements and instruments, will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third party the right to accelerate any obligation under, any charter provision, bylaw,

11

contract, agreement, indenture, deed of trust, instrument, order, law or regulation to which the Company is a party or by which the Company or any of its assets or properties are in any way bound or obligated; or (b) result in the creation of any Encumbrance upon any of the assets or properties of the Company.

          4.5 Consents.

          (a) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Company in connection with the transaction contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any person or entity under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transaction contemplated by this Agreement.

          4.6 Litigation and Governmental Matters.

          There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Company, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the knowledge of the Company, (i) filed but not served or (ii) threatened, against (including, but not limited to, counterclaims) Company which involves the transaction contemplated by this Agreement or the possibility of any judgment or liability which if determined adversely to the Company would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Company; and the Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or

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other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company.

          4.7 Compliance.

          Neither the Company nor its business, nor the use, operation or maintenance of any of its assets or properties, is in or constitutes a default under, or is in violation of or contravenes, any applicable (including, without limitation, any tax, health, employment, customs or interstate or international commerce) statute, law, ordinance, decree, order, rule or regulation of any governmental authority, domestic or foreign, except where such default, violation or contravention would not have a material adverse effect on the Company. The Company has not, nor has any entity or individual acting on behalf of the Company made any payment of funds prohibited by law, and no funds of the Company have been set aside to be used for any such payment. The Company has complied with all applicable laws and regulations in connection with government contracts, if any, and, to the knowledge of the Company, no person or entity has made any allegation that the Company has not so complied.

          4.8 Brokers.

          No agent, broker, investment banker, or other person or entity acting on behalf of the Company or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transaction contemplated by this Agreement for which the Alesco CDO will become liable.

          4.9 Securities Registration.

          Company represents and warrants that since September 1, 2008, it has on a timely basis filled all forms, reports and documents required to be filed by it with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and such forms, reports and documents filed by the Company did not at the time filed with the Securities and

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Exchange Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     5. Covenants of the Alesco CDO.

          In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived, in writing, by the Company, the Alesco CDO shall:

          5.1 Cooperation.

          Take no action that would cause the conditions upon which the obligations of the parties to effect the transaction contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Alesco CDO in this Agreement not to be true and correct in all material respects as of the Closing Date.

          5.2 Certain Acts.

          Use commercially reasonable efforts (including, without limitation, executing required documents and paying any related fees and expenses required by contract or otherwise) to cause to be fulfilled the conditions precedent to the Company’s obligations to consummate the transaction contemplated by this Agreement that are dependent upon the actions of the Alesco CDO.

          5.3 Governmental Filings.

          Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Alesco CDO to be able to consummate the transaction contemplated by this Agreement.

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          5.4 No Shop; Standstill.

          Refrain from taking, directly or indirectly, any action to encourage, initiate, solicit or continue any discussions or negotiations with, or any other offers from, any other person or entity concerning the sale of the TruPS.

     6. Covenants of Company.

          In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing Date, unless specifically waived, in writing, by the Alesco CDO, the Company shall:

          6.1 Cooperation.

          Take no action that would cause the conditions upon which the obligations of the parties to effect the transaction contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Company in this Agreement not to be true and correct in all material respects as of the Closing.

          6.2 Certain Acts.

          Use commercially reasonable efforts (including, without limitation, executing required documents and paying any related fees and expenses required by contract or otherwise) to cause to be fulfilled the conditions precedent to the Alesco CDO’s obligations to consummate the transaction contemplated by this Agreement that are dependent upon the actions of the Company.

          6.3 Registration Rights.

          The Company agrees, at its own expense, within sixty (60) days of the Closing Date and within sixty (60) days of the exercise of any warrant referred to herein, to prepare and file a registration statement with the Securities and Exchange Commission with respect to the

15

resale of any common stock or warrant issued hereunder, and thereafter use its best efforts to cause the registration statement to become effective as soon as reasonably practicable.

          6.4 Governmental Filings.

          Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Company to be able to consummate the transaction contemplated by this Agreement.

     7. Conditions Precedent to the Obligations of the Alesco CDO.

          Unless each of the following conditions are satisfied or waived, in writing, by the Alesco CDO, the Alesco CDO shall not be obligated to effect the transaction contemplated by this Agreement:

          7.1 Representations and Warranties.

          The representations and warranties of the Company contained in this Agreement shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date (as if each were made at such time), and Alesco CDO shall have received a certificate signed by an authorized officer of the Company to that effect.

          7.2 Performance.

          Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Company at or prior to the Closing Date pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date, including, without limitation, each of the deliveries to be made by Company pursuant to Section 9.3.

          7.3 Absence of Litigation.

          There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Alesco CDO, or with respect to the

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Company, for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its consummation is improper or adversely affecting or which would adversely affect the benefit to Alesco CDO of the transaction contemplated by this Agreement.

          7.4 Consents.

          All consents, approvals, permits, estoppel certificates and/or waivers from governmental authorities and all other persons or entities necessary to effectuate the transaction contemplated by this Agreement and/or in the case of governmental regulations all applicable time periods shall have expired or been terminated.

     8. Conditions Precedent to Obligations of Company.

          Unless each of the following conditions are satisfied or waived, in writing, by the Company, the Company shall not be obligated to effect the transaction contemplated by this Agreement:

          8.1 Representations and Warranties.

          The representations and warranties of the Alesco CDO and the Manager contained in this Agreement shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date (as if each were made at such time), and the Company shall have received a certificate signed by an authorized officer of the Alesco CDO and the Manager to that effect.

          8.2 Performance.

          Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Alesco CDO, at or prior to the Closing, pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date,

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including, without limitation, each of the deliveries to be made by the Alesco CDO pursuant to Section 9.2.

          8.3 Absence of Litigation.

          There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Company or the Alesco CDO for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its consummation is improper or which would adversely affect the benefit to the Company of the transaction contemplated by this Agreement.

          8.4 Consents.

          All consents, approvals, permits, estoppel certificates and/or waivers from governmental authorities and all other persons or entities necessary to effectuate the transaction contemplated by this Agreement and/or in the case of governmental regulations all applicable time periods shall have expired or been terminated.

     9. Closing and Post-Closing Covenants.

          9.1 Time and Place.

          The closing under this Agreement (the “Closing”) shall take place at 10:00 a.m. on September 3, 2009 (the “Closing Date”), at the offices of Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A. in Canton, Ohio, or such other time and/or place as may be agreed to by the Company and the Alesco CDO. If all of the conditions set forth in Sections 7 and 8 are not satisfied by such date, subject to extension as provided in this Agreement, the Company or the Alesco CDO, as the case may be in connection with the applicable condition, shall have the right, but not the obligation, to postpone the Closing from time to time, but not beyond an additional thirty (30) days in the aggregate. Notwithstanding the foregoing, if the failure to

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satisfy a condition is a breach of this Agreement, exercise of an option provided in this Section 9.1 shall not constitute a waiver of such breach or of the right to seek damages for such breach.

          9.2 Obligations of the Alesco CDO.

          At the Closing, the Alesco CDO shall deliver to Company:

               9.2.1 The officer’s certificate dated as of the Closing Date, as described in Section 8.1;

               9.2.2 The TruPS;

               9.2.3 A certified copy of the resolutions of the Board of Directors of the Alesco CDO, all of which are authorizing the execution, delivery and performance of the transaction contemplated by this Agreement;

               9.2.4 A copy of the Collateral Management Agreement;

               9.2.5 An executed copy of the Joint Cancellation Direction and Release, in form satisfactory to the Company and its counsel;

               9.2.6 All required consents, approvals, permits, estoppel certificates and/or waivers as required by Section 8.4, if any;

               9.2.7 Such other certificates, instruments and documents of transfer, if any, as may be necessary to consummate the transaction contemplated by this Agreement.

          9.3 Obligations of the Company.

          At the Closing, the Company shall deliver to the Alesco CDO:

               9.3.1 The Exchange Price by wire transfer of immediately available funds pursuant to the wire instructions set forth on Exhibit C;

               9.3.2 The Common Stock;

               9.3.3 The officer’s certificate dated as of the Closing Date as described in Section 7.1;

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               9.3.4 A certified copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of, and the transaction contemplated by, this Agreement;

               9.3.5 The Warrant, as described and set forth in Section 2.1(c);

               9.3.6 The Warrant, as described and set forth in Section 2.1(d);

               9.3.7 A copy of the Joint Direction and Release Agreement; and

               9.3.8 All required consents, approvals, permits, estoppel certificates and/or waivers as required by Section 7.4, if any;

               9.3.9 Such other certificates, instruments and documents of transfer if any, as may be necessary to consummate the transaction contemplated by this Agreement.

     10. Indemnification.

          10.1 Indemnification by Alesco CDO.

          From and after the Closing Date, the Alesco CDO shall indemnify, defend and hold harmless Company and its stockholders, directors, officers, employees and agents and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or action in respect of such matters (collectively referred to as “Section 10 Damages”), occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, the Alesco CDO or the Manager contained in this Agreement or any other agreement provided for in this Agreement. Indemnification under this Section 10 shall constitute the Company’s exclusive remedy for any breach or default of any representation or warranty by, or covenant of, the Alesco CDO or the Manager contained in this Agreement or any other agreement provided for in this Agreement, except in cases of fraud. The Company may pursue other remedies in addition to indemnification for fraud.

          10.2 Indemnification by Company.

          From and after the Closing, Company shall indemnify, defend and hold harmless the Alesco CDO and its agents, successors and assigns against any Section 10 Damages

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occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of Company contained in this Agreement or any other agreement provided for in this Agreement. Indemnification under this Section 10 shall constitute the Alesco CDO’s exclusive remedy for any breach or default of any representation or warranty by, or covenant of Company contained in this Agreement or any other agreement provided for in this Agreement, except in cases of fraud. The Alesco CDO may pursue other remedies in addition to indemnification for fraud.

          10.3 Notice of Indemnification.

          Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Section 10, shall promptly notify in writing the indemnifying party of such commencement. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise

21

any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld)

          10.4 Basket.

          Except as otherwise provided in this Agreement, neither the Alesco CDO, on the one hand, nor Company, on the other hand, shall have any liability for indemnification pursuant to Section 10 unless the total Section 10 Damages for which the indemnifying party would otherwise be liable exceeds $50,000 in the aggregate, in which case the liability for indemnification shall include such $50,000. The maximum amount of indemnification claims for which the Alesco CDO shall be liable in the aggregate shall not exceed the Exchange Price as set forth in Section 2.1.

     11. Termination.

          This Agreement shall be terminated and the transaction contemplated by this Agreement abandoned at any time prior to the Closing:

          11.1 By mutual written consent of the Company and the Alesco CDO.

          11.2 By Company upon written notice to the Alesco CDO, if the Alesco CDO has violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Company shall have given the breaching party thirty (30) days’ advance written notice setting forth the basis on which the Company is exercising its right to terminate and such violation or breach is not cured within such thirty (30) days.

          11.3 By the Alesco CDO upon written notice to the Company, if the Company has violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Alesco CDO shall have given the Company thirty (30) days’ advance written notice setting forth the basis on which the Alesco

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CDO is exercising its right to terminate and such violation or breach is not cured within such thirty (30) days.

          Termination by the Company or the Alesco CDO pursuant to Sections 11.2 or 11.3, respectively, shall not constitute a waiver of the breach affording such right of termination or of the right to seek damages for such breach.

          11.4 Automatically if the Closing has not occurred on or before October 1, 2009.

     12. Release. As a part of the consideration of this Agreement, the Alesco CDO and for the personal representatives, successors, and assigns of the Alesco CDO, does hereby remise, release, and forever discharge the Company and the officers, employees, directors, and stockholders thereof, of and from all manner of actions, whether intentional or negligent, causes and causes of action, suits, debts, sums of money, account reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands, whatsoever, at law or in equity, and particularly, in regard to any and all claims relating to the TruPS and any and all transactions in relation thereto other than the transaction entered into pursuant to this Agreement (including without limitation any guaranties of the same and without limitation any claim to dividends deferred and not paid under the TruPS), which Alesco CDO or Alesco CDO’s personal representatives, successors, assigns, and agents ever had, now have, or may have in the future, for, upon or by reason of any matter, cause, or thing, whatsoever relating to the TruPS and any transactions in relation thereto other than the transaction entered into pursuant to this Agreement (including without limitation any guaranties of the same and without limitation any claim to dividends deferred and not paid under the TruPS).

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     13. Specific Performance. Notwithstanding anything to the contrary contained herein, if any party to this Agreement fails to fulfill any of its obligation pursuant to this Agreement, or if any of the covenants or representations set forth in this Agreement are not true and correct pursuant to the terms of this Agreement, each party hereto agrees that the other party would suffer irreparable harm from any such breach. In the event of an alleged or threatened breach by any party of any of the provisions of this Agreement, the aggrieved party may, in addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

     14. Miscellaneous.

          14.1 Notices.

          All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section):

To Alesco CDO:	ALESCO PREFERRED FUNDING IV, LTD.
	c/o Cohen & Company Financial Management, LLC
	2929 Arch Street, 17th Floor
	Philadelphia, PA 19104-2870
	Attn: Samuel Hillier, Director
	Fax: (215) 701-8282
	Email: shillier@cohenandcompany.com

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With a Copy to:	DECHERT LLP
	2929 Arch Street
	Philadelphia, PA 19104
	Attn: Ralph R. Mazzeo, Esq.
	Fax: (215) 994-2222
	Email: ralph.mazzeo@dechert.com
To Manager:	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC
	2929 Arch Street, 17th Floor
	Philadelphia, PA 19104-2870
	Attn: Samuel Hillier, Director
	Fax: (215) 701-8282
	Email: shillier@cohenandcompany.com
With a Copy to:	DECHERT LLP
	2929 Arch Street
	Philadelphia, PA 19104
	Attn: Ralph R. Mazzeo, Esq.
	Fax: (215) 994-2222
	Email: ralph.mazzeo @dechert.com
To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916

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With a copy to:	Krugliak, Wilkins, Griffiths
	& Dougherty Co., L.P.A.
	4775 Munson St. N.W.
	P.O. Box 36963
	Canton, Ohio 44735-6963
	Attn: Randall C. Hunt,
	Fax: (330) 497-4020
	Email: rchunt@kwgd.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 12.1.

          14.2 Entire Agreement.

          This Agreement, the documents which are Exhibits and Schedules to this Agreement and any other contemporaneous written agreements entered into by the parties contain the sole and entire binding agreement among and representations made by the parties to each other and supersede any and all other prior written or oral agreements and representations among them.

          14.3 Amendment.

          No amendment or modification of this Agreement shall be valid unless, in writing, and duly executed by the parties affected by the amendment or modification.

          14.4 Binding Effect.

          This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, heirs, successors and permitted assigns.

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          14.5 Waiver.

          Waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

          14.6 Captions.

          The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

          14.7 Construction.

          In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine, feminine and neuter genders include all other genders. Since all parties have engaged in the drafting of this Agreement, no presumption of construction against any party shall apply.

          14.8 Sections and Schedules.

          All references contained in this Agreement to Sections and/or Schedules shall be deemed to be references to Sections of and Schedules and Exhibits attached to this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any. The definitions of terms defined in this Agreement shall apply to the Schedules.

          14.9 Severability.

          In the event that any portion of this Agreement is illegal or unenforceable, it shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and enforceable in accordance with its terms.

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          14.10 Absence of Third-Party Beneficiaries.

          Nothing in this Agreement, express or implied, is intended to (a) confer upon any person or entity other than the parties to this Agreement, any rights or remedies under or by reason of this Agreement as a third-party beneficiary or otherwise; or (b) authorize anyone not a party to this Agreement to maintain an action or institute an arbitration proceeding pursuant to or based upon this Agreement.

          14.11 Business Day.

          As used in this Agreement, the term “business day” means any day other than a Saturday, Sunday or legal or bank holiday in the City of New York, NY (the “City”). If any time period set forth in this Agreement expires on other than a business day in the City, such period shall be extended to and through the next succeeding business day in the City.

          14.12 Assignment.

          Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties.

          14.13 Other Documents.

          The parties shall take all such actions and execute all such documents which may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement.

          14.14 Governing Law.

          This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles.

          14.15 Attorneys Fees.

          Company shall pay the fees and expenses of the Alesco CDO’s legal counsel up to the sum of Ten Thousand Dollars ($10,000.00), and Company shall pay its attorneys’ fees and

28

expenses for the negotiation and preparation of this Agreement, the Exhibits and Schedules and the other agreements contemplated by this Agreement.

          14.16 Public Disclosure.

          No party to this Agreement shall make any public disclosure or publicity release pertaining to the existence of the subject matter contained in this Agreement without notifying and consulting with the other parties and upon approval of a joint press release; provided, however, that notwithstanding the foregoing, each party shall be permitted, after notice to the other parties, to make such disclosures to the public or to governmental agencies as its counsel shall deem necessary to maintain compliance with, and to prevent violation of, applicable laws, federal, state and local, domestic and foreign.

          14.17 Counterparts.

          This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[The Remainder of the Page is Intentionally Left Blank]

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          The parties have executed this Agreement as of the date set forth above.

ALESCO PREFERRED FUNDING IV, LTD. By: COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely in its capacity as Manager
By:	/s/ Samuel Hillier
	Name:	Samuel Hillier
	Title:	Director
PVF CAPITAL CORP.,
By:	/s/ Marty E. Adams
	Name:	Marty E. Adams
	Title:	Interim CEO
COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, solely as to Sections 3.2 and 3.5
By:	/s/ Samuel Hillier
	Name:	Samuel Hillier
	Title:	Director

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EX-10.2

Exhibit 10.2

JOINT CANCELLATION DIRECTION AND RELEASE

     THIS JOINT CANCELLATION DIRECTION AND RELEASE, dated as of September 3, 2009 (this “Cancellation Direction”) is entered into by and among PVF CAPITAL CORP. (the “Company”), PVF CAPITAL TRUST I (the “Trust”) and The Bank of New York Mellon Trust Company, National Association, (as successor to JPMorgan Chase Bank) (“BNYM”), not in its individual capacity, but solely as Institutional Trustee (as defined in the Trust Agreement described below) and as Trustee (as defined in the Indenture described below).

     WHEREAS, the Company and BNYM have entered into that certain Junior Subordinated Indenture dated as of June 29, 2004 (as amended and supplemented, the “Indenture”) pursuant to which the Company’s junior subordinated debt securities (the “Debt Securities”) were issued to the Trust;

     WHEREAS, the Company as sponsor, BNY Mellon Trust of Delaware (successor to Chase Bank USA, National Association), the administrators and BNYM have entered into that certain Amended and Restated Trust Agreement dated as of June 29, 2004 (as amended and supplemented, the “Trust Agreement”) pursuant to which the Trust issued Capital Securities and Common Securities (as such terms are defined in the Trust Agreement);

     WHEREAS, pursuant to an Exchange Agreement dated as of September 1, 2009 (the “Exchange Agreement”) between the Company, Cohen & Company Financial Management, LLC, and Alesco Preferred Funding IV, Ltd. (“Alesco”), Alesco has agreed to exchange $10,000,000 liquidation amount of Capital Securities (as defined in the Trust Agreement) as held by Alesco in exchange for delivery, by the Company, of securities and other consideration to Alesco as agreed to in the Exchange Agreement (collectively, the “Exchange”);

     WHEREAS, pursuant to Section 6.6 of the Trust Agreement, the Administrators, at any time may deliver Common Securities and Capital Securities to the Institutional Trustee for cancellation. Pursuant to Section 2.09 of the Indenture, under certain circumstances the Company is entitled to surrender Debt Securities (as defined in the Indentures) held by it to the Trustee for cancellation;

     WHEREAS, the Exchange occurred on September 3, 2009;

     WHEREAS, following the Exchange, the Company, as beneficial and legal owner of $10,000,000 aggregate liquidation amount of the Capital Securities and $310,000 aggregate liquidation amount of the Common Securities, and the Trust, each desire that all of the Capital Securities be cancelled, and that all of the Common Securities and that all of the Debt Securities (equal to $10,310,000 principal amount) be cancelled;

     WHEREAS, each of the Company and the Trust hereby waives (and directs BNYM as Institutional Trustee under the Trust Agreement and as Trustee under the Indenture to waive) every applicable condition and prerequisite to the exchange and cancellation of the above referenced Capital Securities, Common Securities and Debt Securities;

     WHEREAS, BNYM as Institutional Trustee under the Trust Agreement and as Trustee under the Indenture, as directed by each of the Company and the Trust, hereby waives every

applicable condition and prerequisite for which either the Institutional Trustee or the Trustee is the intended beneficiary, to the exchange and cancellation of the above-referenced Capital Securities, Common Securities and Debt Securities; and

     NOW THEREFORE, the Company, the Trust and the BNYM hereby agree as follows:

     SECTION 1. INCORPORATION BY REFERENCE. Capitalized terms defined or referenced in this Cancellation Direction and not otherwise defined or referenced herein are used herein as defined or referenced in the Indenture or the Trust Agreement.

     SECTION 2. CANCELLATION DIRECTION. By separate correspondence, the Company shall deliver to the Trustee the Capital Securities and the Common Securities. Each of the Company and the Trust hereby (a) consents to the cancellation of the Capital Securities, the Common Securities and the Debt Securities and (b) directs BNYM to cancel the Capital Securities, the Common Securities and the Debt Securities. Following cancellation of the Capital Securities, the Common Securities and the Debt Securities, there will be no Capital Securities or Common Securities outstanding under the Trust Agreement and no Debt Securities outstanding under the Indenture.

     SECTION 3. RELEASE. The Company and the Trust hereby release BNYM and agree to indemnify and hold BNYM (and its affiliates, directors, officers, stockholders, agents and employees) harmless from any liability, loss, expense, claim or responsibility of any kind (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from actions taken (or not taken) in accordance with this Cancellation Direction, in whatever capacity BNYM may be acting hereunder.

     SECTION 4. LOST CERTIFICATES. In the event that the Company is unable to locate the certificate(s) representing the Common Securities, it agrees that it will cooperate with the BNYM by providing such certifications and indemnities as may be required by the BNYM to protect BNYM from any liability resulting from such lost certificate and as may otherwise be requested by BNYM to facilitate cancellation of the Common Securities.

     SECTION 5. BNYM ACCEPTANCE. BNYM shall not be responsible in any manner whatsoever for the validity or sufficiency of this Cancellation Direction or the due execution hereof by any of the parties hereto or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Anything in this Agreement notwithstanding, in no event shall BNYM be liable for special, indirect or consequential damages or losses of any kind whatsoever (including lost profits) even if BNYM has been advised of such damage or loss and regardless of the form of action.

     SECTION 6. COUNTERPARTS. This Cancellation Direction shall become effective only upon BNYM’s receipt of a counterpart of this Cancellation Direction duly executed by the all of the parties hereto. This Cancellation Direction may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The executed counterparts may be delivered by facsimile transmission, which facsimile copies shall be deemed original copies.

     SECTION 7. EXPENSES. The Company agrees to promptly pay the reasonable attorneys’ fees, expenses and disbursements of BNYM in connection with this Cancellation Direction.

     SECTION 8. GOVERNING LAW. The laws of the State of New York shall govern this Cancellation Direction without regard to the conflict of law principles thereof.

     SECTION 9. EXECUTION, DELIVERY AND VALIDITY. The Company and the Trust each represents and warrants, solely on its own behalf, to BNYM that this Cancellation Direction has been duly and validly executed and delivered by such party and constitutes its respective legal, valid and binding obligation, enforceable against such party in accordance with its terms. Each further represents that the actions to be taken hereunder are authorized and permitted under the Indenture and the Trust Agreement, as applicable, and any condition precedent to taking such actions has been satisfied.

(The remainder of this page is intentionally left blank.)

     IN WITNESS WHEREOF, the parties hereto have caused this Cancellation Direction to be duly executed as of the day and year first above written.

PVF CAPITAL CORP.
By:	/s/ Marty E. Adams
	Name:	Marty E. Adams
	Title:	Interim CEO
as Company

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Institutional Trustee under the Trust Agreement and as Trustee under the Indenture
By:	/s/ Bill Marshall
	Name:	Bill Marshall
	Title:	Vice President

PVF CAPITAL TRUST I
By:	/s/ John R. Male
	Name:	John R. Male
	Title:	Administrator

By:	/s/ C. Keith Swaney
	Name:	C. Keith Swaney
	Title:	Administrator

ACKNOWLEDGEMENT

Alesco Preferred Funding IV, Ltd., acknowledges and agrees that the Exchange has occurred and it has surrendered and forfeited any right, claim, title and interest in and to the PVF Trust I Capital Securities.

Alesco Preferred Funding IV, Ltd.
By:	Cohen & Company Financial Management LLC, as Collateral Manager

By:	/s/ Samuel Hillier
	Samuel Hillier, Director

EX-10.3

Exhibit 10.3

EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of October 9, 2009, by and among each of the individuals whose name and address is set forth on the signature pages to this Agreement (each such individual an “Investor” and, collectively, the “Investors”), and PVF CAPITAL CORP., an Ohio corporation (the “Company”).

RECITALS

     A. Reference is made to that certain Indenture (the “Indenture”), dated as of July 6, 2006, by and between the Company and Bank of America Corporation (as successor to LaSalle Bank National Association).

     B. Reference is made to that certain Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of July 6, 2006, by and among the Company, Christiana Bank & Trust Company as Delaware Trustee, Bank of America Corporation as Institutional Trustee (as successor to LaSalle Bank National Association), the respective administrative trustees named therein and other parties thereto.

     C. PVF Capital Trust II, a Delaware business trust (the “Trust”), is the holder of a Junior Subordinated Note due 2036 in the original principal amount of $10,310,000 issued by the Company pursuant to the Indenture.

     D. The Investors at the Closing Date (as defined in Section 10.1) will be the holders of Trust Preferred Securities due September 15, 2036 (the “TruPS”) in the aggregate liquidation amount of $10,000,000 issued by the Trust pursuant to the Trust Agreement, with each Investor holding TruPS having the liquidation preference amount set forth next to his name on the signature page hereto.

     E. Each of the Investors and the Company desire that the Investors exchange the TruPS held by him at the Closing Date for the consideration set forth herein pursuant to the terms and conditions of this Agreement (the “Exchange”).

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

     1. Exchange of TruPS.

          Upon and subject to the terms and conditions contained in this Agreement, on the Closing Date, each Investor shall deliver the TruPS held by him to the Company, free and clear of all claims, liens and Encumbrances (as defined herein), and the Company shall transfer and deliver to the Investor the consideration set forth in Section 2.1 of this Agreement.

     2. Consideration for the Exchange.

          2.1 Exchange Price.

          The consideration to be delivered to each Investor as set forth in Section 1 (the “Exchange Price”) shall be:

(a)	a cash payment (the “Cash Consideration”) of (I) FOUR HUNDRED THOUSAND DOLLARS ($400,000) multiplied by (II) each Investor’s Percentage, as set forth next to each Investor’s name on the signature page hereto;
(b)	a number of shares of the Company’s common stock, par value $.01 per share (“Company Common Stock”) equal to the product of (I) the Initial Shares (as defined below) and (II) each Investor’s Percentage. “Initial Shares” shall be a number of shares of

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Company Common Stock equal to $600,000 divided by the average daily closing price of the Company Common Stock for the twenty (20) business days prior to the date of Closing (the “Conversion Price”);

(c)

a warrant, in the form attached hereto as Exhibit A (the “Exhibit A Warrant”), to purchase a number of shares of Company Common Stock equal to the product of (I) the Exhibit A Warrant Shares (as defined below) and (II) each Investor’s Percentage. The Exhibit A Warrant Shares shall be the sum of (A) 769,608 shares plus (B) the product of the Initial Shares and 9.9%. The Exhibit A Warrant shall be exercisable within five (5) years of the Closing Date and shall provide for the purchase of the shares at a strike price equal to the lesser of (i) $4.00 per share, (ii) the Conversion Price, (iii) in the event that the Company consummates a public offering other than pursuant to an employee benefit plan of the Company, including an offering registered with the Securities and Exchange Commission notwithstanding that such registered offering might be deemed a private offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for shares of Company Common Stock in any such Public Offering, or (iv) in the event that the Company consummates a private placement of shares of Company Common Stock in exchange exclusively for cash consideration pursuant to Regulation D (a “Private Placement”),

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the Regulation D private placement offering price per share for shares of Company Common Stock in any such private placement (the “Strike Price”). A Public Offering or a Private Placement is referred to herein as an “Offering.”

(d)

a warrant, in the form attached hereto as Exhibit B (the “Exhibit B Warrant” and together with Exhibit A Warrant, the “Warrants”) to purchase a number of shares of Company Common Stock equal to the product of (I) the Allowable Number (as defined below) and (II) each Investor’s Percentage. The Exhibit B Warrant shall be exercisable within five (5) years of the Closing Date only in the event that an Offering is consummated by the Company within one (1) year of the date hereof, and shall provide for the purchase of Company Common Stock at the Strike Price. The “Allowable Number” shall be a number of shares equal to the Dilution Limit (as defined below) minus the aggregate number of shares issuable or issued to all the Investors pursuant to the Exhibit A Warrants. The Dilution Limit equals 4.9% of the total number of shares of Company Common Stock outstanding subsequent to the first Offering completed by the Company within one year of the date hereof. In the event two or more Offerings are completed by the Company within one (1) year of the date hereof, then upon the completion of each Offering completed within such one-year period and subsequent to the first completed Offering the Dilution

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Limit shall be increased by a number of shares equal to 4.9% of the total number of shares of Company Common Stock sold in each Offering completed within such one-year period and subsequent to the first completed Offering.

          2.2 Payment of Exchange Price.

          The Company shall deliver the cash portion of the Exchange Price by wire transfer of immediately available funds to the Investors on the Closing Date pursuant to the wire instructions provided by the Investors prior to the Closing Date.

          2.3 Representations and Warranties of the Investors regarding the Company Common Stock and the Warrants.

          Each of the Investors represents and warrants to the Company with respect to such Investor as follows:

(a)	(i) The Investor is familiar with the nature of and risks involved in an investment in the Company Common Stock and Warrants issuable hereunder, (ii) is financially capable of bearing the economic risk of this investment, and (iii) has carefully considered and evaluated the risks and advantages of receiving the Company Common Stock and Warrants issuable hereunder.
(b)	The Investor understands that (i) the Company Common Stock and Warrants issuable hereunder have not been registered under the Securities Act of 1933, as amended (hereinafter referred to as the “1933 Act”) or any state securities laws and cannot be resold without registration under the 1933 Act or an exemption therefrom,

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	(ii) the Company Common Stock and Warrants issuable hereunder are being acquired for investment and agrees and represents that it will not sell or distribute the Company Common Stock and Warrants issuable hereunder or any portion thereof without compliance with all applicable securities laws.
(c)	The Investor is fully aware that the Company Common Stock and Warrants issuable hereunder are being issued and sold in reliance upon an exemption provided for by the 1933 Act and the applicable state securities laws, on the basis that no public offering is involved, and that the representations set forth in this Agreement are being relied upon by the Company and are essential to the availability of such exemption.
(d)	The Investor acknowledges and understands that the certificate evidencing its ownership of the Company Common Stock issuable hereunder and upon the exercise of the Warrants will be imprinted with a legend substantially in the following form:
	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

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(e)	The Investor acknowledges and understands that the certificate evidencing its ownership of the Warrants will be imprinted with a legend substantially in the following form:
	NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.
(f)	The Investor is acquiring the Company Common Stock and Warrants issuable hereunder for his own account.
(g)	The offer and purchase of the Company Common Stock and Warrants issuable hereunder was initiated in a private, negotiated transaction between the Investor and Company, and no general solicitation was utilized by the Company.
(h)	The Investor is a resident, for tax and other purposes, of the United States.
(i)	The Investor is an Accredited Investor (as such term is defined in Rule 501 promulgated under the 1933 Act) and the Investor is an

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Accredited Investor due to his meeting the class of Accredited Investor set forth next to his name on the signature page to this Agreement.

     3. Representations and Warranties of the Investor.

     Each Investor makes the representations and warranties contained in Sections 3.1 through 3.5 to the Company with respect to such Investor intending that the Company rely on each of such representations and warranties in order to induce the Company to enter into and complete the transaction contemplated by this Agreement. The representations and warranties set forth in this Article 3 shall survive the consummation of the transaction contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided that in the case of fraud, the representations and warranties shall survive the consummation of such transaction without any time limit. Where representations and warranties made by each of the Investors are made to the Actual Knowledge of each of the Investors, “Actual Knowledge” means only that knowledge that each Investor has without having undertaken any inquiry or investigation.

          3.1 Execution and Validity (the Investor).

          The Investor has entered into this Agreement freely and voluntarily, in his individual capacity, and without reliance on any promises not expressly contained herein, that the Investor has been afforded an adequate time to review carefully the terms hereof, and that this Agreement will not be deemed void or avoidable by claims of duress, deception, mistake of fact, or otherwise. The Investor has the full right, power and authority to enter into, and the ability to perform its obligations under this Agreement and all other agreements and instruments contemplated by this Agreement. This Agreement has been duly executed and delivered by the Investor and is, and the other agreements and instruments to be executed and delivered by the

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Investor will be, when executed and delivered by it, legal, valid and binding agreements of the Investor, enforceable in accordance with their respective terms.

          3.2 Absence of Encumbrances (the Investor).

          At the Closing Date, the Investor will be the record and beneficial owner of the TruPS, free and clear of any liens, pledges, claims, restrictions, agreements, charges and encumbrances of any kind (“Encumbrances”) and there are and as of the Closing Date there will be no pending or, to the Investor’s knowledge, threatened claims or proceedings which would impair or encumber any of the TruPS.

          3.3 Absence of Violations.

          Neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by this Agreement or such other agreements and instruments will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third party the right to accelerate any obligation under, any contract, agreement, indenture, deed of trust, instrument, order, law or regulation to which the Investor is a party or by which the Investor, or any of his assets or properties are in any way bound or obligated or (b) result in the creation of any Encumbrance upon any of the TruPS.

          3.4 Consents.

          (a) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Investor in connection with the transaction contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any person or entity under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement

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by the Investor, or the consummation by the Investor of the transaction contemplated by this Agreement.

          3.5 Brokers.

          No agent, broker, investment banker or other person or entity acting on behalf of the Investor or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transaction contemplated by this Agreement for which the Company or the Investor is or will become liable.

          3.6 Presumptions of Action in Concert.

          To the Investor’s Actual Knowledge, no facts or circumstances exist that would cause the Investor to be subject to a rebuttable presumption of action in concert with any other Investor pursuant to the provisions of 12 C.F.R. Section 574.4(d).

     4. Representations and Warranties of Company.

          The Company makes the representations and warranties contained in Sections 4.1 through 4.9 to the Investors intending that the Investors rely on each of such representations and warranties in order to induce the Investors to enter into and complete the transaction contemplated by this Agreement. These representations and warranties shall survive the consummation of the transaction contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided that in cases of fraud these representations and warranties shall survive the consummation of such transaction without any time limit. Where reference is made to the knowledge of the Company, such knowledge means and includes the actual knowledge of any of the directors or officers of the Company.

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          4.1 Execution and Validity.

          The Company has the full right, power and authority to enter into, and the ability to perform its obligations under this Agreement and all other agreements and instruments contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and is, and the other agreements and instruments to be executed and delivered by the Company will be, when executed and delivered by it, legal, valid and binding agreements the Company, enforceable in accordance with their respective terms.

          4.2 Organization and Qualification.

          The Company (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and (b) has all the requisite power and authority to carry on its businesses as such businesses are presently conducted.

          4.3 Absence of Encumbrances.

          The Initial Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of consideration thereof, the Initial Shares will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Initial Shares are validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Ohio law. Any subsequent Company Common Stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d) will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of any Company Common Stock issued by the Company pursuant to Section 2.1(c) or Section 2.1(d) will be

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validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Ohio law.

          4.4 Absence of Violations.

          Neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transaction contemplated by this Agreement or such other agreements and instruments, will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third party the right to accelerate any obligation under, any charter provision, bylaw, contract, agreement, indenture, deed of trust, instrument, order, law or regulation to which the Company is a party or by which the Company or any of its assets or properties are in any way bound or obligated; or (b) result in the creation of any Encumbrance upon any of the assets or properties of the Company.

          4.5 Consents.

          (a) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Company in connection with the transaction contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any person or entity under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement.

          4.6 Litigation and Governmental Matters.

          There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Company, at law or in equity, or before or by any federal,

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state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the knowledge of the Company, (i) filed but not served or (ii) threatened, against (including, but not limited to, counterclaims) Company which involves the transactions contemplated by this Agreement or the possibility of any judgment or liability which if determined adversely to the Company would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Company; and the Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company.

          4.7 Compliance.

          Neither the Company nor its business, nor the use, operation or maintenance of any of its assets or properties, is in or constitutes a default under, or is in violation of or contravenes, any applicable (including, without limitation, any tax, health, employment, customs or interstate or international commerce) statute, law, ordinance, decree, order, rule or regulation of any governmental authority, domestic or foreign, except where such default, violation or contravention would not have a material adverse effect on the Company. The Company has not, nor has any entity or individual acting on behalf of the Company made any payment of funds prohibited by law, and no funds of the Company have been set aside to be used for any such payment. The Company has complied with all applicable laws and regulations in connection with government contracts, if any, and, to the knowledge of the Company, no person or entity has made any allegation that the Company has not so complied.

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          4.8 Brokers.

          No agent, broker, investment banker, or other person or entity acting on behalf of the Company or under its authority, is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transaction contemplated by this Agreement for which the Investors will become liable.

          4.9 Securities Reports.

          Company represents and warrants that since October 9, 2008, it has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and such forms, reports and documents filed by the Company did not at the time filed with the Securities and Exchange Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     5. Covenants of the Investors.

          In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived, in writing, by the Company, each Investor shall:

          5.1 Cooperation.

          Take no action that would cause the conditions upon which the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations

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and warranties made by the Investor in this Agreement not to be true and correct in all material respects as of the Closing Date.

          5.2 Certain Acts.

          Use commercially reasonable efforts (including, without limitation, executing required documents and paying any related fees and expenses required by contract or otherwise) to cause to be fulfilled the conditions precedent to the Company’s obligations to consummate the transactions contemplated by this Agreement that are dependent upon the actions of the Investor.

          5.3 Governmental Filings.

          Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Investor to be able to consummate the transactions contemplated by this Agreement.

          5.4 No Shop; Standstill.

          Refrain from selling, transferring, pledging, encumbering, hypothecating or otherwise disposing of the TruPS to be held by him to any person or entity other than the Company, or continuing or entering into any discussions or negotiations with, or entering into any agreement with, any other person or entity concerning the matters addressed in this Section 5.4.

     6. Covenants of Company.

          In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing Date, unless specifically waived, in writing, by the Investors, the Company shall:

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          6.1 Cooperation.

          Take no action that would cause the conditions upon which the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Company in this Agreement not to be true and correct in all material respects as of the Closing.

          6.2 Certain Acts.

          Use commercially reasonable efforts (including, without limitation, executing required documents and paying any related fees and expenses required by contract or otherwise) to cause to be fulfilled the conditions precedent to the Investor’s obligations to consummate the transaction contemplated by this Agreement that are dependent upon the actions of the Company.

          6.3 Registration Rights.

          The Company agrees, at its own expense, within sixty (60) days of the Closing Date and within sixty (60) days of the exercise of any warrant referred to herein, to prepare and file a registration statement with the Securities and Exchange Commission with respect to the resale of any common stock or warrant issued hereunder, and thereafter use its best efforts to cause the registration statement to become effective as soon as reasonably practicable.

          6.4 Governmental Filings.

          Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Company to be able to consummate the transactions contemplated by this Agreement.

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          6.5 Shareholder Approval.

          Submit to its shareholders at the Company’s 2009 annual meeting of shareholders a proposal for approval of the transactions contemplated by this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations

     7. Conditions Precedent to the Obligations of the Investors.

          Unless each of the following conditions are satisfied or waived, in writing, by the Investor, no Investor shall be obligated to effect the transaction contemplated by this Agreement:

          7.1 Representations and Warranties.

          The representations and warranties of the Company contained in this Agreement shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date (as if each were made at such time), and Investor shall have received a certificate signed by an authorized officer of the Company to that effect.

          7.2 Performance.

          Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Company at or prior to the Closing Date pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date, including, without limitation, each of the deliveries to be made by Company pursuant to Section 9.3.

          7.3 Absence of Litigation.

          There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Investor, or with respect to the Company, for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its consummation is improper or adversely affecting

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or which would adversely affect the benefit to the Investor of the transactions contemplated by this Agreement.

          7.4 Consents.

          All consents, approvals, permits, estoppel certificates and/or waivers from governmental authorities and all other persons or entities necessary to effectuate the transactions contemplated by this Agreement and/or in the case of governmental regulations all applicable time periods shall have expired or been terminated.

     8. Conditions Precedent to Obligations of Company.

          Unless each of the following conditions are satisfied or waived, in writing, by the Company, the Company shall not be obligated to effect the transactions contemplated by this Agreement:

          8.1 Representations and Warranties.

          The representations and warranties of the Investors contained in this Agreement shall be true and complete in all material respects as of the date of this Agreement and as of the Closing Date (as if each were made at such time), and the Company shall have received a certificate signed by each Investor to that effect.

          8.2 Performance.

          Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Investor, at or prior to the Closing, pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date, including, without limitation, each of the deliveries to be made by the Investors pursuant to Section 10.2.

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          8.3 Absence of Litigation.

          There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Company, the Investors for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its consummation is improper or which would adversely affect the benefit to the Company of the transactions contemplated by this Agreement.

          8.4 Consents.

          All consents, approvals, permits, estoppel certificates and/or waivers from governmental authorities and all other persons or entities necessary to effectuate the transaction contemplated by this Agreement and/or in the case of governmental regulations all applicable time periods shall have expired or been terminated.

     9. Condition Precedent to the Closing.

          Notwithstanding anything herein to the contrary, the Closing may not occur if the Company has not prior to the Closing received the approval of its shareholders of the transactions contemplated by this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations.

     10. Closing and Post-Closing Covenants.

          10.1 Time and Place.

          The closing under this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date that is five business days following the Company’s receipt of the shareholder approval contemplated in Section 9 herein (the “Closing Date”), at the offices of Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A. in Canton, Ohio, or such other time and/or place as may be agreed to by the Company and the Investors. If all of the conditions set forth in Sections

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7, 8 and 9 are not satisfied by such date, subject to extension as provided in this Agreement, the Company or the Investors, as the case may be in connection with the applicable condition, shall have the right, but not the obligation, to postpone the Closing from time to time, but not beyond an additional sixty (60) days in the aggregate. Notwithstanding the foregoing, if the failure to satisfy a condition is a breach of this Agreement, exercise of an option provided in this Section 10.1 shall not constitute a waiver of such breach or of the right to seek damages for such breach.

          10.2 Obligations of the Investor.

          At the Closing, each Investor shall deliver to Company:

               10.2.1 The certificate dated as of the Closing Date, as described in Section 8.1;

               10.2.2 The TruPS held by him;

               10.2.3 An executed copy of an agreement, in form satisfactory to the Company and its counsel, providing for the cancellation of the TruPS and the common securities issued by the Trust (the “Cancellation Agreement”);

               10.2.4 All required consents, approvals, permits, estoppel certificates and/or waivers as required by Section 8.4, if any;

               10.2.5 Such other certificates, instruments and documents of transfer, if any, as may be necessary to consummate the transactions contemplated by this Agreement.

     10.3 Obligations of the Company.

     At the Closing, the Company shall deliver to each Investor:

          10.3.1 The Cash Consideration by wire transfer of immediately available funds pursuant to wire instructions to be provided by the Investors prior to the Closing Date;

          10.3.2 The Initial Shares;

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               10.3.3 The officer’s certificate dated as of the Closing Date as described in Section 7.1;

               10.3.4 A certified copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of, and the transactions contemplated by, this Agreement;

               10.3.5 The Exhibit A Warrant, as described and set forth in Section 2.1(c);

               10.3.6 The Exhibit B Warrant, as described and set forth in Section 2.1(d);

               10.3.7 A copy of the Cancellation Agreement; and

               10.3.8 All required consents, approvals, permits, estoppel certificates and/or waivers as required by Section 7.4, if any;

               10.3.9 Such other certificates, instruments and documents of transfer if any, as may be necessary to consummate the transactions contemplated by this Agreement.

     11. Indemnification.

          11.1 Indemnification by Investor. From and after the Closing Date, each Investor shall indemnify, defend and hold harmless Company and its stockholders, directors (other than any Investor who is a director of the Company), officers, employees and agents and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or action in respect of such matters (collectively referred to as “Section 11 Damages”), occasioned by, arising out of or resulting from any breach or default of any

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representation or warranty by, or covenant of, the Investor contained in this Agreement, the Purchase Agreement dated September ___, 2009 by and among MMCapS Funding XVIII, Ltd., Sandler O’Neill Advisors, L.P., the Investors and the Company (“Purchase Agreement”) or any other agreement provided for in this Agreement. Indemnification under this Section 11 shall constitute the Company’s exclusive remedy for any breach or default of any representation or warranty by, or covenant of, the Investor contained in this Agreement or any other agreement provided for in this Agreement, except in cases of fraud. The Company may pursue other remedies in addition to indemnification for fraud.

          11.2 Indemnification by Company. From and after the Closing, Company shall indemnify, defend and hold harmless each Investor and his agents, successors and assigns against any Section 11 Damages occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, Company or made with respect to the Company by the Investors contained in this Agreement, the Purchase Agreement or any other agreement provided for in this Agreement. Indemnification under this Section 11 shall constitute each Investor’s exclusive remedy for any breach or default of any representation or warranty by, or covenant of Company contained in this Agreement or any other agreement provided for in this Agreement, except in cases of fraud. The Investors may pursue other remedies in addition to indemnification for fraud.

          11.3 Notice of Indemnification.

          Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Section 11, shall promptly notify in writing the indemnifying party of such commencement. In case any such action is brought against any

22

indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld)

          11.4 Basket.

          Except as otherwise provided in this Agreement, neither the Investors, on the one hand, nor Company, on the other hand, shall have any liability for indemnification pursuant to Section 11 unless the total Section 11 Damages for which the indemnifying party would otherwise be liable exceeds $50,000 in the aggregate for the Company or for the Investors in total, in which case the liability for indemnification shall include such $50,000, provided, however, that such $50,000 “basket” shall not apply to any fraud by the parties hereto and shall only apply to any breach or default of any representation or warranty by, or covenant of, the parties hereto. The maximum amount of indemnification claims for which the Investor shall be liable in the aggregate shall not exceed the Exchange Price as set forth in Section 2.1.

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     12. Termination.

          This Agreement shall be terminated and the transaction contemplated by this Agreement abandoned at any time prior to the Closing:

          12.1 By mutual written consent of the Company and the Investor.

          12.2 By Company upon written notice to the Investors, if an Investor has violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Company shall have given the Investors thirty (30) days’ advance written notice setting forth the basis on which the Company is exercising its right to terminate and such violation or breach is not cured within such thirty (30) days.

          12.3 By an Investor with respect to himself upon written notice to the Company, if the Company has violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Investor shall have given the Company thirty (30) days’ advance written notice setting forth the basis on which the Investor is exercising its right to terminate and such violation or breach is not cured within such thirty (30) days.

          Termination by the Company or an Investor pursuant to Sections 12.2 or 12.3, respectively, shall not constitute a waiver of the breach affording such right of termination or of the right to seek damages for such breach, and termination by an Investor pursuant to Section 12. 3 shall not affect the rights and obligations set forth herein of the Company and the other Investors with respect to each other.

          12.4 Automatically if the Closing has not occurred on or before March 31, 2010.

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          12.5 Automatically if the Company’s shareholders do not approve the transactions contemplated by this Agreement in compliance with Nasdaq Stock Market, Inc. rules and regulations at the Company’s 2009 annual meeting of stockholders and any postponements or adjournments thereof.

     13. Release. As a part of the consideration of this Agreement, each Investor and for the personal representatives, successors, and assigns of the Investor, does hereby remise, release, and forever discharge the Company and the officers, employees, directors (other than any Investor who is a director of the Company), and stockholders thereof, of and from all manner of actions, whether intentional or negligent, causes and causes of action, suits, debts, sums of money, account reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands, whatsoever, at law or in equity, and particularly, in regard to any and all claims relating to the TruPS and any and all transactions in relation thereto other than the transaction entered into pursuant to this Agreement or the Purchase Agreement (including, without limitation, any guaranties of the same and without limitation any claim to dividends deferred and not paid under the TruPS), which Investor or Investor’s personal representatives, successors, assigns, and agents ever had, now have, or may have in the future, for, upon or by reason of any matter, cause, or thing, whatsoever relating to the TruPS and any transactions in relation thereto other than the transaction entered into pursuant to this Agreement or the Purchase Agreement (including without limitation any guaranties of the same and without limitation any claim to dividends deferred and not paid under the TruPS).

     14. Specific Performance. Notwithstanding anything to the contrary contained herein, if any party to this Agreement fails to fulfill any of its obligations pursuant to this Agreement, or if

25

any of the covenants or representations set forth in this Agreement are not true and correct pursuant to the terms of this Agreement, each party hereto agrees that the other party would suffer irreparable harm from any such breach. In the event of an alleged or threatened breach by any party of any of the provisions of this Agreement, the aggrieved party may, in addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

     15. Miscellaneous.

          15.1 Notices.

          All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section):

	To Investors: as set forth on the signature pages to this Agreement
With a Copy to:
	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	4775 Munson Street NW
	Canton, Ohio 44718
	Attn: Randall C. Hunt
	Fax: (330) 497-4020
	Email: rchunt@kwgd.com

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To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916
With a copy to:	Kilpatrick Stockton LLP
	607 14th Street, NW
	Suite 900
	Washington, DC 20005
	Attn: Joel E. Rappoport
	Fax: (202) 508-5858
	Email: jrappoport@kilpatrickstockton.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 15.1.

          15.2 Entire Agreement.

          This Agreement, the documents which are Exhibits to this Agreement and any other contemporaneous written agreements entered into by the parties contain the sole and entire binding agreement among and representations made by the parties to each other and supersede any and all other prior written or oral agreements and representations among them.

          15.3 Amendment.

          No amendment or modification of this Agreement shall be valid unless, in writing, and duly executed by the parties affected by the amendment or modification.

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          15.4 Binding Effect.

          This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, heirs, successors and permitted assigns.

          15.5 Waiver.

          Waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

          15.6 Captions.

          The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

          15.7 Construction.

          In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine, feminine and neuter genders include all other genders. Since all parties have engaged in the drafting of this Agreement, no presumption of construction against any party shall apply.

          15.8 Sections.

          All references contained in this Agreement to Sections shall be deemed to be references to Sections of and Exhibits attached to this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any.

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          15.9 Severability.

          In the event that any portion of this Agreement is illegal or unenforceable, it shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and enforceable in accordance with its terms.

          15.10 Absence of Third-Party Beneficiaries.

          Nothing in this Agreement, express or implied, is intended to (a) confer upon any person or entity other than the parties to this Agreement, any rights or remedies under or by reason of this Agreement as a third-party beneficiary or otherwise; or (b) authorize anyone not a party to this Agreement to maintain an action or institute an arbitration proceeding pursuant to or based upon this Agreement.

          15.11 Business Day.

          As used in this Agreement, the term “business day” means any day other than a Saturday, Sunday or legal or bank holiday in the City of New York, NY (the “City”). If any time period set forth in this Agreement expires on other than a business day in the City, such period shall be extended to and through the next succeeding business day in the City.

          15.12 Assignment.

          Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties.

          15.13 Other Documents.

          The parties shall take all such actions and execute all such documents which may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement.

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          15.14 Governing Law.

          This Agreement and the interpretation of its terms shall be governed by the laws of the State of Ohio, without application of conflicts of law principles.

          15.15 Attorneys Fees.

          Company shall pay the fees and expenses of the Investors’ legal counsel up to the sum of Thirty-Five Thousand Dollars ($35,000.00), and Company shall pay its attorneys’ fees and expenses for the negotiation and preparation of this Agreement, the Exhibits and the other agreements contemplated by this Agreement.

          15.16 Public Disclosure.

          No party to this Agreement shall make any public disclosure or publicity release pertaining to the existence of the subject matter contained in this Agreement without notifying and consulting with the other parties and upon approval of a joint press release; provided, however, that notwithstanding the foregoing, each party shall be permitted, after notice to the other parties, to make such disclosures to the public or to governmental agencies as its counsel shall deem necessary to maintain compliance with, and to prevent violation of, applicable laws, federal, state and local, domestic and foreign, including federal and state securities laws.

          15.17 Counterparts.

          This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[The Remainder of the Page is Intentionally Left Blank]

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The parties have executed this Agreement as of the date set forth above.

PVF CAPITAL CORP., An Ohio Corporation
By:	/s/ Stuart D. Neidus
	Name:	Stuart D. Neidus
	Title:	Director and Chairman of the Special Committee

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INVESTOR:   /s/ Marty E. Adams

Name: Marty E. Adams
Address: [ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 4,500,000

Investor’s Percentage: 45%

Class of Accredited Investor:  

INVESTOR:   /s/ Lee Burdmann

Name: Lee Burdmann
Address: [ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 375,000

Investor’s Percentage: 3.75%

Class of Accredited Investor:

INVESTOR:   /s/ Robert J. King, Jr.

Name: Robert J. King, Jr.
Address: [ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 1,000,000

Investor’s Percentage: 10%

Class of Accredited Investor:

32

INVESTOR:   /s/ John S. Loeber

Name: John S. Loeber
Address: [ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 500,000

Investor’s Percentage: 5%

Class of Accredited Investor:

INVESTOR:   /s/ Umberto P. Fedeli

Name: Umberto P. Fedeli
Address: [ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 2,000,000

Investor’s Percentage: 20%

Class of Accredited Investor:

33

INVESTOR:	/s/ James E. Pastore
Name:	James E. Pastore
Address	[ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 750,000

Investor’s Percentage: 7.5%

Class of Accredited Investor:

INVESTOR:	/s/ Richard R. Hollington, Jr
Name:	Richard R. Hollington, Jr
Address	[ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 250,000

Investor’s Percentage: 2.5%

Class of Accredited Investor:

INVESTOR:	/s/ Richard R. Hollington, III
Name:	Richard R. Hollington, III
Address	[ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 250,000

Investor’s Percentage: 2.5%

Class of Accredited Investor:

34

INVESTOR:	/s/ Jonathan A. Levy
Name:	Jonathan A. Levy
Address	[ADDRESS OMITTED]

Liquidation Preference Amount of TruPS held: 375,000

Investor’s Percentage: 3.75%

Class of Accredited Investor:

35

EXHIBIT A

FORM OF WARRANT

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Date: ____________, 2009

COMMON STOCK WARRANT

OF

PVF CAPITAL CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

THIS CERTIFIES THAT, for value received, ______________________ (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.

This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and between the Investor and the Company (the “Exchange Agreement”).

1. TERM. Subject to the terms hereof, the purchase right represented by this Warrant is exercisable, in whole, at any time from and after the Grant Date and at or prior to 11:59 p.m. Eastern Standard Time on the date five (5) years following the Grant Date (the “Expiration Date”). The number of Shares, type of security and Exercise Price (as that term is defined in Section 2 hereof) are subject to adjustment as provided herein, and all references to “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. Terms used herein and not otherwise defined shall have the meaning as set forth in the Exchange Agreement.

2.	NUMBER OF SHARES AND EXERCISE PRICE. Subject to the terms and conditions hereinafter set forth, the Investor is entitled, upon surrender of this Warrant prior to the Expiration Date, to purchase from the Company, _______ shares of Common Stock. The purchase price for the shares of the Common Stock purchased pursuant to this Warrant shall be equal to the lesser of (i) $4.00 per share, (ii) $_____ per share, (iii) in the event that the Company consummates a public offering other than pursuant to an employee benefit plan of the Company, including an offering registered with the Securities and Exchange Commission notwithstanding that such registered offering might be deemed a private offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for shares of Common Stock in any such Public Offering, or (iv) in the event that the Company consummates a private placement of shares of Common Stock in exchange exclusively for cash consideration pursuant to Regulation D, the Regulation D private placement offering price per share for shares of Common Stock in any such private placement (“Exercise Price”)
3.	METHOD OF EXERCISE. The purchase right represented by this Warrant may be exercised by the Investor, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company accompanied by payment to the Company, by certified check, or wire transfer payable to the Company, in an amount equal to the then applicable Exercise Price per share multiplied by the number of Shares then being purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to receive from the Company a stock certificate representing the number of Shares so purchased which shall be delivered to the Investor as soon as possible and in any event within thirty (30) days of receipt of such notice, surrendered Warrant and proper payment, and a new warrant in substantially identical form and dated as of such date of exercise shall be issued to the Investor for the purchase of that number of Shares equal to the difference, if any, between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. The Investor shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.
4.	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non assessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, subject to shareholder approval, if required by applicable law, and reserved for the purpose of issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide for the exercise of the right represented by this Warrant.

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5. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

a.	Reclassification or Merger. If at any time while this Warrant remains outstanding and unexpired, in case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance reasonably satisfactory to the Investor) providing that the Investor shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 5. The provisions of this subparagraph (a) shall similarly apply to successive reclassification, changes, mergers and transfers.
b.	Subdivisions or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of Shares issuable upon exercise hereof, shall be proportionally adjusted and the Exchange Price shall be adjusted so that the aggregate exercise price of this Warrant shall at all time remains equal.
c.	Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend payable in shares of Common Stock (except any distribution specifically provided for in the foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after

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such dividend or distribution and the number of Shares subject to this Warrant shall be proportionately adjusted.

d.

No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Paragraph 5 and in the taking of all such action as maybe necessary or appropriate in order to protect the rights of the Investor against impairment.

6.	NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted pursuant to the provisions hereof, the Company shall within thirty (30) days of such adjustment deliver a certificate signed by its chief financial officer to the Investor setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price after giving effect to such adjustment.
7.	FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional Shares the Company shall make a cash payment equal to the excess of the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the exercise date for such fractional shares above the Warrant Price for such fractional share.
8.	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor provided that the Investor in connection with such transfer delivers to the Company an opinion of counsel, in form and substance satisfactory to the Company, that registration is not required under the Securities Act of 1933, as amended, or any applicable state securities laws.
9.	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock, or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Investor, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
10.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and delivered on the basis of the following:

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a.	This Warrant has been duly authorized and executed by the Company and when delivered will be the valid and binding obligation of the Company enforceable in accordance with its terms;
b.	The Shares have been duly authorized by the Company and when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;
c.	The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the Investor are as set forth in the Company’s Articles of Incorporation, as amended;
d.	The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal state or local government authority or agency or other person.

11. REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents and warrants that:

a.

Purchase Entirely for Own Account. This Warrant is issued to the Investor in reliance upon Investor’s representation to the Company, which by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant and the Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By acknowledging this Warrant, the Investor does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Securities. The Investor has full power and authority to acknowledge this Warrant.

b.

Disclosure of Information. The Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant.

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c.	Investment Experience. The Investor acknowledges that it can bear the economic risk of its investment.
d.	Accredited Investor. The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
e.	Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
f.	Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

i. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

12.

MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

13.

NOTICES. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section);

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To Investor:
	Fax:
	Email:

With a Copy to:	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	4775 Munson Street, NW
	Canton, Ohio 44735-6963
	Attn: Randall C. Hunt
	Fax: (330) 497-4020
	Email: rhunt@kwgd.com
To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916

With a copy to:	Kilpatrick Stockton LLP
	607 14th Street, NW
	Suite 900
	Washington, DC 20005
	Attn: Joel E. Rappoport
	Fax: (202) 508-5858
	Email: jrappoport@kilpatrickstockton.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 13.

14. BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall be binding upon the Company and its respective successors and assigns and the Investor. All of the obligations of the parties relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant and all of the covenants and agreements of each party relating thereto shall inure to the benefit of the successors and assigns of the other. The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of the Investor but at the Company’s expense, acknowledge in writing its continuing obligation to the Investor in respect of any rights (including, without limitation, any right to registration of the shares of Registrable Securities) to which the Investor shall continue to be entitled

7

	after such exercise in accordance with this Warrant; provided, that the failure of the Investor to make any such request shall not affect the continuing obligation of the Company to the Investor in respect of such rights.
15.	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.
16.	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.
17.	GOVERNING LAW. This Agreement and the interpretation of its terms shall be governed by the laws of the State of Ohio, without application of conflicts of law principles.
18.	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by the rules and regulations of the Securities and Exchange Commission, the Nasdaq Stock Market, Inc. or any other applicable stock exchanges.
19.	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the Company and Investor shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Warrant and the other agreements contemplated by this Warrant.
20.	COUNTERPARTS. This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[Remainder of Page Intentionally Left Blank]

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     The parties have executed this Warrant as of the date set forth above.

Investor:
	By:
		Name:
Company:	PVF CAPITAL CORP., An Ohio corporation
	By:
		Name:	Stuart D. Neidus
		Title:	Director and Chairman of the Special Committee

9

EXHIBIT A
NOTICE OF EXERCISE

To: PVF CAPITAL CORP.
30000 Aurora Road
Solon, Ohio 44139
Attn:

1.	The undersigned hereby elects to purchase __________ Shares of Common Stock of PVF CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Shares in full.
2.	Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name or names as are specified below:

Name:

Address:

3. The undersigned represents that the aforesaid Shares being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Shares.

By:
	Name:

10

EXHIBIT B

FORM OF WARRANT

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Date:                     , 2009

COMMON STOCK WARRANT

OF

PVF CAPITAL CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

THIS CERTIFIES THAT, for value received,                      (the “Investor”) is entitled to subscribe for and purchase shares (the “Shares”) of the fully paid and nonassessable Common Stock of PVF CAPITAL CORP., an Ohio corporation (the “Company”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s duly authorized Common Stock, and any stock into or for which such Common Stock may hereafter be exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as provided by law and in such Articles, and the term “Grant Date” shall mean the date set forth above.

This Warrant is issued in connection with the Exchange Agreement of even date herewith executed by and between the Investor and the Company (the “Exchange Agreement”).

1. TERM. Subject to the terms hereof, the purchase right represented by this Warrant is exercisable, in whole, at any time from and after the Grant Date and at or prior to 11:59 p.m. Eastern Standard Time on the date five (5) years following the Grant Date. Notwithstanding the foregoing, in the event that the Company does not complete an Offering (as defined below) within one (1) year of the Grant Date, this Warrant shall terminate and be of no effect. The number of Shares, type of security and Exercise Price (as that term is defined in Section 2 hereof) are subject to adjustment as provided herein, and all references to “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

	Terms used herein and not otherwise defined shall have the meaning as set forth in the Exchange Agreement.
2.	NUMBER OF SHARES. Subject to the terms and conditions hereinafter set forth, in the event the Company completes one or more Offerings within one year after the Grant Date, the Investor is entitled, upon surrender of this Warrant, to purchase from the Company, a number of shares of Common Stock equal to the Investor Allowable Number (as defined below). The “Investor Allowable Number” shall be a number of shares equal to (A) the product of (x) ___% and (y) the Dilution Limit (as defined below) minus (B) _________ shares; provided, however, that if the Investor Allowable Number would be less than 0 under this formula, then the Investor Allowable Number shall be deemed to be 0. The Dilution Limit is a number of shares equal to 4.9% of the total number of shares of Common Stock outstanding subsequent to the first Offering completed by the Company within one year following the Grant Date. In the event two or more Offerings are completed by the Company within one year following the Grant Date, then upon the completion of each Offering completed within such one-year period and subsequent to the first completed Offering the Dilution Limit shall be increased by a number of shares equal to 4.9% of the total number of shares of Common Stock sold in each Offering completed within such one-year period and subsequent to the first completed Offering. The purchase price for the shares of the Common Stock purchased pursuant to this Warrant shall be equal to the lesser of (i) $4.00 per share, (ii) $  per share, (iii) in the event that the Company consummates a public offering of Common Stock other than pursuant to an employee benefit plan of the Company, including an offering registered with the Securities and Exchange Commission notwithstanding that such registered offering might be deemed a private offering under Nasdaq Marketplace Rule 5635 (a “Public Offering”), the price per share for shares of Common Stock in any such Public Offering, or (iv) in the event that the Company consummates a private placement of shares of Common Stock in exchange exclusively for cash consideration pursuant to Regulation D (a “Private Placement”), the Regulation D private placement offering price per share for shares of Common Stock in any such private placement (“Exercise Price”). A Public Offering or a Private Placement is referred to herein as an “Offering.”
3.	METHOD OF EXERCISE. The purchase right represented by this Warrant may be exercised by the Investor, in whole or in part and from time to time, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company accompanied by payment to the Company, by certified check, or wire transfer payable to the Company, in an amount equal to the then applicable Exercise Price per share multiplied by the number of Shares then being purchased. Thereupon, the Investor, as the holder of this Warrant, shall be entitled to receive from the Company a stock certificate representing the number of Shares so purchased which shall be delivered to the Investor as soon as possible and in any event within thirty (30) days of receipt of such notice, surrendered Warrant and proper

2

	payment, and a new warrant in substantially identical form and dated as of such date of exercise shall be issued to the Investor for the purchase of that number of Shares equal to the difference, if any, between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. The Investor shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.
4.	STOCK FULLY PAID: RESERVATION OF SHARES. The Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non assessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, subject to shareholder approval, if required by applicable law, and reserved for the purpose of issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of Shares to provide for the exercise of the right represented by this Warrant.
5.	ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. After the Public Offering is conducted, the number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

a. Reclassification or Merger. If at any time while this Warrant remains outstanding and unexpired, in case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance reasonably satisfactory to the Investor) providing that the Investor shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph 5. The provisions of this subparagraph (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

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b.	Subdivisions or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of Shares issuable upon exercise hereof shall be proportionally adjusted and the Exchange Price shall be adjusted so that the aggregate exercise price of this Warrant shall at all time remains equal
c.	Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend payable in shares of Common Stock (except any distribution specifically provided for in the foregoing subparagraphs (a) and (b)), then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution and the number of Shares subject to this Warrant shall be proportionately adjusted.
d.	No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Paragraph 5 and in the taking of all such action as maybe necessary or appropriate in order to protect the rights of the Investor against impairment.

6.

NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted pursuant to the provisions hereof, the Company shall within thirty (30) days of such adjustment deliver a certificate signed by its chief financial officer to the Investor setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price after giving effect to such adjustment.

7.

FRACTIONAL SHARES. No fractional Shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional Shares the Company shall make a cash payment equal to the excess of the average daily closing price of the Company’s common stock for the twenty (20) business days prior to the exercise date for such fractional shares above the Warrant Price for such fractional share.

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8.	TRANSFERS AND EXCHANGES. This Warrant shall be transferable by the Investor provided that the Investor in connection with such transfer delivers to the Company an opinion of counsel, in form and substance satisfactory to the Company, that registration is not required under the Securities Act of 1933, as amended, or any applicable state securities laws.
9.	RIGHTS AS STOCKHOLDERS. The Investor, as holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock, or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Investor, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
10.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Warrant is issued and delivered on the basis of the following:

a.	This Warrant has been duly authorized and executed by the Company and when delivered will be the valid and binding obligation of the Company enforceable in accordance with its terms;
b.	The Shares have been duly authorized by the Company and when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;
c.	The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the Investor are as set forth in the Company’s Articles of Incorporation, as amended;
d.	The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal state or local government authority or agency or other person.

11. REPRESENTATIONS AND WARRANTIES OF INVESTOR. The Investor hereby represents and warrants that:

5

a.	Purchase Entirely for Own Account. This Warrant is issued to the Investor in reliance upon Investor’s representation to the Company, which by its acknowledgment of this Warrant Investor hereby confirms, that the Warrant and the Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By acknowledging this Warrant, the Investor does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Securities. The Investor has full power and authority to acknowledge this Warrant.
b.	Disclosure of Information. The Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant.
c.	Investment Experience. The Investor acknowledges that it can bear the economic risk of its investment.
d.	Accredited Investor. The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
e.	Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
f.	Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

i. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH

6

SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

12.

MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

13.

NOTICES. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section);

To Investor:
	Attn:
	Fax:
	Email:
With a Copy to:	Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A.
	4775 Munson Street, NW
	Canton, Ohio 44735-6963
	Attn: Randall C. Hunt
	Fax: (330) 497-4020
	Email: rhunt@kwgd.com
To Company:	PVF CAPITAL CORP.
	30000 Aurora Road
	Solon, Ohio 44139
	Attn: Chief Executive Officer
	Fax: (440) 914-3916
With a copy to:	Kilpatrick Stockton LLP
	607 14th Street, NW
	Suite 900
	Washington, DC 20005
	Attn: Joel E. Rappoport

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Fax: (202) 508-5858

Email: jrappoport@kilpatrickstockton.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 13.

14.	BINDING EFFECT ON SUCCESSORS. The terms and provisions of this Warrant shall be binding upon the Company and its respective successors and assigns and the Investor. All of the obligations of the parties relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant and all of the covenants and agreements of each party relating thereto shall inure to the benefit of the successors and assigns of the other. The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of the Investor but at the Company’s expense, acknowledge in writing its continuing obligation to the Investor in respect of any rights (including, without limitation, any right to registration of the shares of Registrable Securities) to which the Investor shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of the Investor to make any such request shall not affect the continuing obligation of the Company to the Investor in respect of such rights.
15.	LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the Investor that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, or like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.
16.	DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.
17.	GOVERNING LAW. This Agreement and the interpretation of its terms shall be governed by the laws of the State of Ohio, without application of conflicts of law principles.
18.	CONFIDENTIALITY; NO PUBLIC DISCLOSURE. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by the rules and regulations of the Securities and Exchange Commission, the Nasdaq Stock Market, Inc. or any other applicable stock exchanges.

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19.	ATTORNEYS FEES. Except as otherwise set forth in the Exchange Agreement, the Company and Investor shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Warrant and the other agreements contemplated by this Warrant.
20.	COUNTERPARTS. This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

[Remainder of Page Intentionally Left Blank]

9

  The parties have executed this Warrant as of the date set forth above.

  Investor:

By:
	Name:

Company:	PVF CAPITAL CORP., An Ohio corporation
	By:
		Name:	Stuart D. Neidus
		Title:	Director and Chairman of the Special Committee

10

EXHIBIT A
NOTICE OF EXERCISE

To: PVF CAPITAL CORP.
30000 Aurora Road
Solon, Ohio 44139
Attn:

1.	The undersigned hereby elects to purchase                      Shares of Common Stock of PVF CAPITAL CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Shares in full.
2.	Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name or names as are specified below:

Name:

Address:

3. The undersigned represents that the aforesaid Shares being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Shares.

By:
	Name:

11

EX-31.1

EXHIBIT 31.1

Certification

I, Robert J. King Jr., Chief Executive Officer of PVF Capital Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a 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 covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 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 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control 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.

Date: November 6, 2009

/s/ Robert J. King Jr.  

Robert J. King Jr. 

Chief Executive Officer
(Principal Executive Officer) 

EX-31.2

EXHIBIT 31.2

Certification

I, Edward B. Debevec, Treasurer of PVF Capital Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a 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 covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 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 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control 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.

Date: November 6, 2009

/s/ Edward B. Debevec  

Edward B. Debevec 

Treasurer
(Principal Financial Officer) 

EX-32

Exhibit 32

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

     The undersigned executive officers of the Registrant hereby certify that this Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By:	/s/ Robert J. King Jr.
	Name:	Robert J. King. Jr.
	Title:	Chief Executive Officer
By:	/s/ Edward B. Debevec
	Name:	Edward B. Debevec
	Title:	Treasurer

Date: November 6, 2009