-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LLLmDEHKwullBvZwZMzOjXeoX8pqPhJK1nPLiRvu2zH9y5dW3vED2NNMeJA9qLKi +ArtHZly3wBdgFyitBA7rg== 0000950152-08-003831.txt : 20080512 0000950152-08-003831.hdr.sgml : 20080512 20080512141404 ACCESSION NUMBER: 0000950152-08-003831 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 08822418 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 10-Q 1 l31590ae10vq.htm PVF CAPITAL CORP. 10-Q e10vq
Table of Contents

 
 
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 March 31, 2008.
     
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
incorporation or organization)
  (I.R.S. Employer
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 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 þ   Non-accelerated filer o   Smaller reporting company þ
    (Do not check if a smaller reporting company)
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   7,773,823
(Class)   (Outstanding at May 2, 2008)
 
 

 


 

PVF CAPITAL CORP.
INDEX
                 
            Page
Part I   Financial Information    
 
               
 
  Item 1   Financial Statements        
 
               
 
      Consolidated Statements of Financial Condition, March 31, 2008 (unaudited) and June 30, 2007     1  
 
               
 
      Consolidated Statements of Operations for the three and nine months ended March 31, 2008 and 2007 (unaudited)     2  
 
               
 
      Consolidated Statements of Cash Flows for the nine months ended March 31, 2008 and 2007 (unaudited)     3  
 
               
 
      Notes to Consolidated Financial Statements (unaudited)     4  
 
               
 
  Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations     11  
 
               
 
      Liquidity and Capital Resources     21  
 
               
 
  Item 3   Quantitative and Qualitative Disclosures about Market Risk     21  
 
               
 
  Item 4   Controls and Procedures     22  
 
               
Part II   Other Information     23  
 EX-10.1
 EX-31.1
 EX-31.2
 EX-32

 


Table of Contents

Part I Financial Information
Item 1 Financial Statements
PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 
    March 31,     June 30,  
    2008     2007  
    unaudited        
 
               
ASSETS
               
 
               
Cash and cash equivalents:
               
Cash and amounts due from depository institutions
  $ 7,386,872     $ 20,293,042  
Interest bearing deposits
    3,841,499       622,537  
Federal funds sold
    7,730,000       7,542,000  
 
           
 
               
Total cash and cash equivalents
    18,958,371       28,457,579  
Securities available for sale
    1,938,000       0  
Securities held to maturity (fair values of $12,801,636 and $58,068,865, respectively)
    12,580,000       58,000,000  
Mortgage-backed securities held to maturity (fair values of $53,791,275 and $24,302,048, respectively)
    53,710,431       25,879,520  
Loans receivable held for sale, net
    12,066,118       14,993,380  
Loans receivable, net of allowance of $5,560,112 and $4,580,549, respectively
    709,084,902       713,328,818  
Office properties and equipment, net
    9,546,322       10,588,375  
Real estate owned, net
    4,255,792       2,621,551  
Federal Home Loan Bank stock
    12,472,300       12,311,600  
Bank owned life insurance
    22,849,308       22,210,217  
Prepaid expenses and other assets
    12,469,848       12,425,319  
 
               
 
           
Total Assets
  $ 869,931,392     $ 900,816,359  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Liabilities
               
Deposits
  $ 675,208,414     $ 658,052,649  
Short-term advances from the Federal Home Loan Bank
    0       65,000,000  
Line of credit
    250,000       1,260,000  
Long-term advances from the Federal Home Loan Bank
    30,000,000       10,000,000  
Repurchase agreement
    50,000,000       50,000,000  
Subordinated debentures
    20,000,000       20,000,000  
Advances from borrowers for taxes and insurance
    6,216,744       8,546,669  
Accrued expenses and other liabilities
    16,619,300       16,467,200  
 
               
 
           
Total Liabilities
    798,294,458       829,326,518  
 
               
Stockholders’ Equity
               
Serial preferred stock, none issued
           
Common stock, $0.01 par value, 15,000,000 shares authorized; 8,246,548 and 8,204,536 shares issued, respectively
    82,465       82,045  
Additional paid-in-capital
    69,069,448       68,743,626  
Retained earnings
    6,419,280       6,501,317  
Accumulated other comprehensive income (loss)
    (97,112 )     0  
Treasury Stock, at cost 472,725 shares
    (3,837,147 )     (3,837,147 )
 
               
 
           
Total Stockholders’ Equity
    71,636,934       71,489,841  
 
               
 
           
Total Liabilities and Stockholders’ Equity
  $ 869,931,392     $ 900,816,359  
 
           
See accompanying notes to consolidated financial statements

Page 1


Table of Contents

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
    2008     2007     2008     2007  
Interest and dividends income
                               
Loans
  $ 12,467,244     $ 13,850,504     $ 39,578,811     $ 42,661,845  
Mortgage-backed securities
    384,335       336,611       1,016,618       993,426  
Federal Home Loan Bank stock dividends
    160,706       193,528       579,638       550,212  
Securities
    238,169       665,237       1,514,282       1,928,351  
Fed funds sold and interest bearing deposits
    322,376       149,738       642,120       430,856  
 
                               
 
                       
Total interest and dividends income
    13,572,830       15,195,618       43,331,469       46,564,690  
 
                       
 
                               
Interest expense
                               
Deposits
    7,111,539       7,136,797       21,838,348       21,251,145  
Short-term borrowings
    40,492       748,245       1,541,537       2,319,683  
Long-term borrowings
    873,249       826,653       2,505,321       2,513,245  
Subordinated debt
    357,028       389,154       1,132,827       1,160,115  
 
                               
 
                       
Total interest expense
    8,382,308       9,100,849       27,018,033       27,244,188  
 
                       
 
                               
Net interest income
    5,190,522       6,094,769       16,313,436       19,320,502  
 
                               
Provision for loan losses
    819,000       (1,000 )     1,494,400       91,000  
 
                               
 
                       
Net interest income after provision for loan losses
    4,371,522       6,095,769       14,819,036       19,229,502  
 
                       
 
                               
Noninterest income, net
                               
Service and other fees
    185,835       179,123       614,450       567,216  
Mortgage banking activities, net
    658,823       359,599       1,385,191       1,093,642  
Increase in cash surrender value of bank owned life insurance
    171,470       259,412       639,091       611,584  
Other, net
    198,394       55,103       208,058       313,720  
 
                               
 
                       
Total noninterest income, net
    1,214,522       853,237       2,846,790       2,586,162  
 
                       
 
                               
Noninterest expense
                               
Compensation and benefits
    2,522,392       3,046,723       8,116,665       9,329,763  
Office occupancy and equipment
    752,672       847,396       2,367,643       2,560,473  
Other
    1,917,819       1,407,825       5,019,929       4,367,320  
 
                               
 
                       
Total noninterest expense
    5,192,883       5,301,944       15,504,237       16,257,556  
 
                       
 
                               
Income before federal income tax provision
    393,161       1,647,062       2,161,589       5,558,108  
 
                               
Federal income tax provision
    91,916       469,658       517,516       1,681,006  
 
                               
 
                       
Net income
  $ 301,245     $ 1,177,404     $ 1,644,073     $ 3,877,102  
 
                       
 
                               
Basic earnings per share
  $ 0.04     $ 0.15     $ 0.21     $ 0.50  
 
                       
 
                               
Diluted earnings per share
  $ 0.04     $ 0.15     $ 0.21     $ 0.49  
 
                       
 
                               
Dividends declared per common share
  $ 0.074     $ 0.074     $ 0.222     $ 0.222  
 
                       
See accompanying notes to consolidated financial statements

Page 2


Table of Contents

PVF CAPITAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
                 
    Nine Months Ended  
    March 31,  
    2008     2007  
 
               
Operating Activities
               
Net income
  $ 1,644,073     $ 3,877,102  
Adjustments to reconcile net income to net cash from operating activities Amortization of premium on mortgage-backed securities
    16,199       19,772  
Depreciation and amortization
    1,143,044       1,319,294  
Provision for losses on loans
    1,494,400       91,000  
Accretion of deferred loan origination fees, net
    (755,618 )     (1,110,402 )
(Gain) loss on sale of loans receivable held for sale, net
    (667,720 )     (180,661 )
(Gain) loss on disposal of real estate owned, net
    162,099       (236,242 )
Market adjustment for loans held for sale
    (50,400 )     (156,000 )
Change in fair value of mortgage banking derivatives
    (300,613 )     (254,000 )
Stock compensation
    86,498       186,655  
Federal Home Loan Bank stock dividends
    (160,700 )     (356,600 )
Change in accrued interest on securities, loans, and borrowings, net
    (143,907 )     (164,488 )
Origination of loans receivable held for sale, net
    (101,004,753 )     (67,964,062 )
Sale of loans receivable held for sale, net
    103,572,431       68,955,891  
Increase in cash surrender value of bank owned life insurance
    (639,091 )     (611,584 )
Net change in other assets and other liabilities
    (653,102 )     880,673  
 
               
 
           
Net cash from operating activities
    3,742,840       4,296,348  
 
           
 
               
Investing Activities
               
Loan repayments and originations, net
    (569,529 )     6,273,417  
Principal repayments on mortgage-backed securities held to maturity
    1,739,063       2,439,220  
Mortgage-backed securities purchased
    (29,586,173 )     (1,550,973 )
Acquisition of bank owned life insurance
    0       (5,000,000 )
Purchase of securities available for sale
    (2,085,140 )     0  
Purchase of securities held to maturity
    (37,580,000 )     0  
Calls and maturities of securities held to maturity
    83,000,000       0  
Proceeds from sale of real estate owned
    2,278,323       832,290  
Additions to office properties and equipment, net
    (100,991 )     (245,241 )
 
               
 
           
Net cash from investing activities
    17,095,553       2,748,713  
 
           
 
               
Financing activities
               
Net increase (decrease) in demand deposits, NOW, and passbook savings
    (2,230,977 )     2,567,641  
Net increase (decrease) in time deposits
    19,386,742       7,593,361  
Proceeds from long-term Federal Home Loan Bank advances
    20,000,000       0  
Net increase (decrease) in short-term Federal Home Loan Bank advances
    (65,000,000 )     (18,000,000 )
Proceeds from issuance of subordinated debentures
    0       10,000,000  
Net proceeds from (repayment of) line of credit
    (1,010,000 )     (1,497,871 )
Proceeds from exercise of stock options
    336,171       295,963  
Stock repurchased and retired
    (96,427 )     (293,541 )
Cash dividend paid
    (1,723,110 )     (1,714,359 )
 
               
 
           
Net cash from financing activities
    (30,337,601 )     (1,048,806 )
 
           
 
               
Net increase in cash and cash equivalents
    (9,499,208 )     5,996,255  
 
               
Cash and cash equivalents at beginning of period
    28,457,579       19,738,269  
 
           
Cash and cash equivalents at end of period
  $ 18,958,371     $ 25,734,524  
 
           
 
               
Supplemental disclosures of cash flow information:
               
Cash payments of interest expense
  $ 27,094,315     $ 27,180,960  
Cash payments of income taxes
  $ 954,000     $ 2,328,000  
 
               
Supplemental noncash investing activity:
               
Transfer of loans to real estate owned
  $ 4,074,663     $ 1,065,431  
See accompanying notes to consolidated financial statements

Page 3


Table of Contents

PVF CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended
March 31, 2008 and 2007
(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, 2007 consolidated statement of financial condition, which was derived from the Corporation’s audited financial statements. 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 nine months ended March 31, 2008 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2008. 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 SMALL-CAP ISSUES under the symbol PVFC.
2. 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 March 31, 2008 and 2007, compensation expense of $26,270 and $45,153, respectively, was recognized in the income statement related to the vesting of previously issued awards plus vesting of new awards. For the nine months ended March 31, 2008 and 2007, compensation expense of $86,498 and $186,655, respectively, was recognized in the income statement related to the vesting of previously issued awards plus vesting of new awards. For the nine months ended March 31, 2008 and 2007 income tax benefits of $0 and $17,787, respectively, were recognized related to these expenses.
As of March 31, 2008, there was $293,246 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 2.9 years.
The Company can issue incentive stock options and nonqualified stock options under the 1996 Plan and the 2000 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

Page 4


Table of Contents

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 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 March 31, 2008 was $990,078. The aggregate intrinsic value of all options that were exercisable at March 31, 2008 was $984,801.
A summary of the activity in the plan is as follows:
                 
    Nine months ended  
    March 31, 2008  
    Total options outstanding  
            Weighted  
            Average  
            Exercise  
    Shares     Price  
Options outstanding, beginning of period
    582,150     $ 9.12  
Forfeited
    (300 )     10.64  
Exercised
    (48,424 )     6.94  
Granted
    0       0  
 
           
Options outstanding, end of period
    533,426     $ 9.32  
 
           
 
               
Options exercisable, end of period
    421,357     $ 8.83  
The weighted average remaining contractual life of options outstanding as of March 31, 2008 was 4.7 years. The weighted average remaining contractual life of vested options outstanding as of March 31, 2008 was 3.9 years.

Page 5


Table of Contents

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:
                                 
    Three months ended   Nine months ended
    March 31,   March 31,
    2008   2007   2008   2007
Proceeds from options exercised
  $ 0     $ 180,060     $ 336,171     $ 295,963  
Related tax benefit recognized
    0       0       0       0  
Intrinsic value of options exercised
  $ 0     $ 71,645     $ 388,042     $ 146,445  
The fair value for stock options granted during the nine months ended March 31, 2008, which consisted of multiple grants in November 2006 was determined at the date of grant using a Black-Scholes options-pricing model and the following assumptions:
         
Expected average risk-free interest rate
    4.56 %
Expected average life (in years)
    9.14  
Expected volatility
    24.95 %
Expected dividend yield
    2.74 %
The weighted average fair value of these grants was $2.83. The expected average risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the life of the option. The expected average life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules, historical exercise and forfeiture patterns. Expected volatility is based on historical volatilities of the Company’s common stock. The expected dividend yield is based on historical information.

Page 6


Table of Contents

3. The following table discloses Earnings per Share for the three and nine months ended March 31, 2008 and March 31, 2007.
                                                 
    Three months ended March 31,
    2008   2007
    Income   Shares   Per Share   Income   Shares   Per Share
    (Numerator)   (Denominator)   Amount   (Numerator)   (Denominator)   Amount
 
               
Basic EPS
                                               
Net Income
  $ 301,245       7,773,823     $ 0.04     $ 1,177,404       7,727,488     $ 0.15  
 
               
Effect of Stock Options
            84,972       0.00               126,024       0.00  
 
               
Diluted EPS
                                               
Net Income
  $ 301,245       7,858,795     $ 0.04     $ 1,177,404       7,853,512     $ 0.15  
                                                 
    Nine months ended March 31,
    2008   2007
    Income   Shares   Per Share   Income   Shares   Per Share
    (Numerator)   (Denominator)   Amount   (Numerator)   (Denominator)   Amount
 
               
Basic EPS
                                               
Net Income
  $ 1,644,073       7,763,367     $ 0.21     $ 3,877,102       7,722,400     $ 0.50  
 
               
Effect of Stock Options
            151,837       0.00               113,411       (0.01 )
 
               
Diluted EPS
                                               
Net Income
  $ 1,644,073       7,915,204     $ 0.21     $ 3,877,102       7,835,811     $ 0.49  
There were 271,711 options not considered in the diluted Earnings per Share calculation for the three-month period and no options were not considered in the nine-month period ended March 31, 2008, because they were anti-dilutive. There were 109,536 options not considered in the diluted Earnings per Share calculation for the three- and nine-month periods ended March 31, 2007, because they were anti-dilutive.
4. Mortgage Banking Activities:
Loans held for sale were as follows:
                 
    March 31,     June 30,  
    2008     2007  
 
               
Loans held for sale
  $ 12,066,118     $ 15,043,780  
Less: Allowance to adjust to lower of cost or market
          (50,400 )
 
           
Loans held for sale, net
  $ 12,066,118     $ 14,993,380  
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.”

Page 7


Table of Contents

                 
    Nine Months Ended  
    March 31,  
    2008     2007  
Servicing rights:
               
Beginning of period
  $ 4,426,296     $ 4,806,836  
Additions
    1,077,704       656,150  
Amortized to expense
    (1,136,336 )     (977,952 )
 
           
End of period
  $ 4,367,664     $ 4,485,034  
 
           
Mortgage banking activities, net as presented in the consolidated statements of operations consist of the following. These amounts do not include noninterest expense related to mortgage banking activities.
                                 
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
    2008     2007     2008     2007  
       
Mortgage loan servicing fees
  $ 505,187     $ 499,714     $ 1,502,794     $ 1,480,933  
 
               
Amortization and impairment of mortgage loan servicing rights
  $ (463,038 )   $ (330,600 )   $ (1,136,336 )   $ (977,952 )
 
               
Market adjustments for loans held for sale
              $ 50,400     $ 156,000  
 
               
Change in fair value of mortgage banking derivatives
  $ 177,913     $ 0     $ 300,613     $ 254,000  
 
               
Gain on sales of loans
  $ 438,761     $ 190,485     $ 667,720     $ 180,661  
 
                       
 
               
Mortgage banking activities, net
  $ 658,823     $ 359,599     $ 1,385,191     $ 1,093,642  
 
                       
5. Uncertain Income Tax Positions:
The Company adopted FASB Interpretation 48 — Accounting for Uncertainty in Income Taxes (FIN 48) as of July 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements. The Company and its subsidiaries are subject to U.S. federal income tax. The Company is no longer subject to examination by taxing authorities for years before 2003. The Company does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at July 1, 2007.

Page 8


Table of Contents

6. Adoption of New Accounting Standards:
In February 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments,” an amendment of SFAS No. 133 and 140. This Statement changes the accounting for various derivatives and securitized financial assets. This Statement is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after July 1, 2007. Adoption of this standard did not have a material impact on the Company’s financial statements.
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” an amendment of SFAS No. 140, which changes the accounting for all loan servicing rights which are recorded as the result of selling a loan where the seller undertakes an obligation to service the loan, usually in exchange for compensation. SFAS No. 156 amends current accounting guidance by requiring the servicing right to be recorded initially at fair value and also permits the subsequent reporting of these assets at fair value. SFAS No. 156 became effective for the Company as of July 1, 2007. The adoption of this standard did not have a material impact on the Company’s financial statements.
On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value through Earnings (“SAB 109”). Previously, SAB 105, Application of Accounting Principles to Loan Commitments, stated that in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109 supersedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally-developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment, and SAB 109 retains that view. SAB 109 became effective for the Company for derivative loan commitments issued or modified after January 1, 2008. As a result of adoption of this standard, the Company recorded additional mortgage banking income in the consolidated statement of operations of $247,577.
7. Effect of Newly Issued but Not Yet Effective Accounting Standards:
In July 2006, the Emerging Issues Task Force (“EITF”) of FASB issued a draft abstract for EITF Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangement.” This draft abstract from EITF reached a consensus that for an endorsement split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” The Task Force concluded that a liability for the benefit obligation under SFAS No. 106 has not been settled through the purchase of an endorsement type life insurance policy. In September 2006, FASB agreed to ratify the consensus reached in EITF Issue No. 06-04. This new accounting standard will be effective for fiscal years beginning after December 15, 2007. Management does not expect the adoption of EITF Issue No. 06-04 to have a material effect on the financial statements as the Company has no endorsement split dollar arrangements.

Page 9


Table of Contents

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management does not expect that the adoption of this standard will have a material impact on the Company’s financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument by instrument basis that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be reported in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is evaluating the impact of adoption of this standard on the Company’s financial statements.

Page 10


Table of Contents

Item 2
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- nine-month periods ended March 31, 2008 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.
TERMINATED MERGER AGREEMENT
On July 24, 2007, United Community Financial Corp. (“United Community”), The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), the Company and the Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of the Company with and into United Community and the subsequent merger of the Bank with Home Savings.
On April 1, 2008 the Board of Directors of PVF Capital Corp. exercised its right to terminate the Merger Agreement. Pursuant to the terms of the Agreement and Plan of Merger, either party had the right to terminate the agreement if the proposed merger was not completed by March 31, 2008 and the failure to consummate the merger was not caused by a breach of the agreement by the terminating party.

Page 11


Table of Contents

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 used increases in deposits and proceeds from securities called during the year to adjust the Company’s funding mix.
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 $869.9 million as of March 31, 2008, a decrease of approximately $30.9 million, or 3.4%, as compared to June 30, 2007. The Bank remained in regulatory capital compliance for tier one core capital, tier one risk-based capital, and total risk-based capital with capital levels of 9.93%, 12.14% and 12.68%, respectively, at March 31, 2008.
During the nine months ended March 31, 2008, the Company’s cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, decreased $9.5 million, or 33.4%, as compared to June 30, 2007. The change in the Company’s cash, cash equivalents and federal funds sold consisted of increases in interest-bearing deposits and fed funds of $3.4 million and a decrease in cash of $12.9 million.
Loans receivable, net, decreased by $4.2 million, or 0.6%, during the nine months ended March 31, 2008. The decrease in loans receivable included decreases in construction-residential and construction-multi-family mortgage loans, commercial mortgage loans, land, one-to-four family, and multi-family loans partially offset by increases to construction-commercial loans, consumer loans, commercial equity line of credit loans, and home equity loans.

Page 12


Table of Contents

FINANCIAL CONDITION continued
Following is a breakdown of loans receivable at March 31, 2008 and June 30, 2007:
                 
    March 31,     June 30,  
    2008     2007  
Real estate mortgages:
               
One-to-four family residential
  $ 162,004,074     $ 163,297,830  
Home equity line of credit
    85,212,146       85,092,530  
Multi-family residential
    47,906,348       48,100,726  
Commercial
    177,446,189       184,849,852  
Commercial equity line of credit
    36,520,689       33,207,626  
Land
    72,839,115       74,414,426  
Construction — residential
    55,319,670       63,315,868  
Construction — multi-family
    6,050,172       6,397,318  
Construction — commercial
    38,609,530       31,610,187  
 
           
Total real estate mortgages
    681,907,933       690,286,363  
Non-real estate loans
    35,362,611       30,454,898  
 
           
Total loans receivable
    717,270,544       720,741,261  
Net deferred loan origination fees
    (2,625,530 )     (2,831,894 )
Allowance for loan losses
    (5,560,112 )     (4,580,549 )
 
           
Loans receivable, net
  $ 709,084,902     $ 713,328,818  
 
           
The decrease of $2.9 million in loans receivable held for sale is the result of timing differences between the origination and the sale of loans. The increase of $27.8 million in mortgage-backed securities is the result of the purchase of $29.6 million in mortgage-backed securities offset by principal payments received of $1.8 million during the nine-month period.
The increase of $1.6 million in real estate owned is the result of the addition of sixteen single-family properties, one commercial property and one piece of land totaling $4.1 million offset by the disposal of sixteen single-family properties totaling $2.5 million.
Deposits increased by $17.2 million, or 2.6%, as the result of management’s decision to obtain funding via a one-year brokered certificate of deposit to improve the Bank’s liquidity in a tight credit market and because of an increase in certificates of deposit gathered in our branch network. The line of credit balance decreased by $1.0 million due to management’s decision to repay a portion of the balance. Advances decreased by $45.0 million as a result of the repayment of $65 million in short-term borrowings partially offset by long-term advance borrowings of $20 million from the Federal Home Loan Bank of Cincinnati. The decrease in advances from borrowers for taxes and insurance of $2.3 million is attributable to timing differences between the collection and payment of taxes and insurance. The decrease in office properties and equipment resulted from depreciation during the period.

Page 13


Table of Contents

RESULTS OF OPERATIONS     Three months ended March 31, 2008,
compared to three months ended
March 31, 2007.
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 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 and loan loss provisions.
The Company’s net income for the three months ended March 31, 2008 was $301,200 as compared to $1,177,400 for the prior year comparable period. This represents a decrease of $876,200, or 74.4%, when compared with the prior year comparable period.
Net interest income for the three months ended March 31, 2008 decreased by $904,200, or 14.8%, as compared to the prior year comparable period. This resulted from a decrease of $1,622,800, or 10.7%, in interest income partially offset by a decrease of $718,600, or 7.9%, in interest expense. The decrease in net interest income was attributable to a decline of 31 basis points in the interest-rate spread for the quarter ended March 31, 2008 as compared to the prior year comparable period along with a decrease in both interest-earning assets and interest-bearing liabilities. The decrease in interest-rate spread resulted from margin compression attributable to declining rates on loans, resulting from a decrease in short-term market rates not yet reflected in deposit pricing, and an increase in nonperforming loans.

Page 14


Table of Contents

RESULTS OF OPERATIONS continued
The following table presents comparative information for the three months ended March 31, 2008 and 2007 about average balances and average yields and costs for interest-earning assets and interest-bearing liabilities (dollars in thousands).
                                                 
    March 31, 2008   March 31, 2007
    Average             Average     Average             Average  
    Balance     Interest     Yield/Cost     Balance     Interest     Yield/Cost  
         
Interest-earning assets
                                               
 
                                               
Loans (1)
  $ 725,501     $ 12,467       6.87 %   $ 742,778     $ 13,850       7.46 %
Mortgage-backed securities
    30,935       384       4.98 %     27,191       337       4.96 %
Investments and other
    60,781       721       4.74 %     81,431       1,009       4.96 %
 
                                       
 
                                               
Total interest-earning assets
    817,217       13,572       6.64 %     851,400       15,196       7.14 %
 
                                           
 
                                               
Non-interest-earning assets
    57,296                       57,107                  
 
                                           
 
                                               
Total Assets
  $ 874,513                     $ 908,507                  
 
                                           
 
                                               
Interest-bearing liabilities
                                               
 
                                               
Deposits
  $ 671,217     $ 7,111       4.24 %   $ 663,862     $ 7,137       4.30 %
Borrowings
    87,639       914       4.17 %     126,784       1,575       4.97 %
Subordinated debt
    20,000       357       7.14 %     20,000       389       7.78 %
 
                                       
 
                                               
Total interest-bearing liabilities
    778,856       8,382       4.30 %     810,646       9,101       4.49 %
 
                                           
 
                                               
Non-interest-bearing liabilities
    23,986                       26,912                  
 
                                           
 
                                               
Total liabilities
  $ 802,842                     $ 837,558                  
 
                                               
Retained earnings
    71,671                       70,949                  
 
                                           
 
                                               
Total liabilities and R.E.
  $ 874,513                     $ 908,507                  
 
                                           
 
                                               
Net interest income
          $ 5,190                     $ 6,095          
 
                                               
Interest-rate spread
                    2.34 %                     2.65 %
 
                                           
 
                                               
Yield on interest-earning assets
                    2.54 %                     2.86 %
 
                                           
 
                                               
Interest-earning assets to interest-bearing liabilities
    104.93 %                     105.03 %                
 
                                           
 
(1)   Non-accruing loans are included in the average loan balances for the periods presented.

Page 15


Table of Contents

RESULTS OF OPERATIONS continued
For the three months ended March 31, 2008, a provision for loan losses of $819,000 was recorded, while a recovery in the provision for loan losses of $1,000 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. Management’s approach includes evaluating individual non-performing loans for probable losses based on a systematic approach involving estimating the realizable value of the underlying collateral. Additionally, for pools of performing loans segregated by collateral type, management is applying a prudent loss factor based on our historical loss experience, adjusted for our subjective evaluation of the current environment. 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 following table provides statistical measures of non-performing assets:
                 
    March 31,     June 30,  
    2008     2007  
       
    (Dollars in thousands)  
Loans on non-accruing status (1):
               
Real estate mortgages:
               
One-to-four family residential
  $ 8,833     $ 5,265  
Commercial
    5,255       3,725  
Multi-family residential
    148        
Land
    2,487       715  
Construction
    8,099       3,948  
Consumer
    75        
 
           
Total loans on non-accrual status:
  $ 24,897     $ 13,653  
 
           
 
               
Ratio of non-performing loans to total loans
    3.47 %     1.87 %
 
           
 
               
Other non-performing assets (2)
  $ 4,256     $ 2,622  
 
           
 
               
Total non-performing assets
  $ 29,153     $ 16,275  
 
           
 
               
Total non-performing assets to total assets
    3.35 %     1.81 %
 
           
 
(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)   Other non-performing assets represent property acquired by the Bank through foreclosure or repossession.

Page 16


Table of Contents

RESULTS OF OPERATIONS continued
The levels of non-accruing loans at June 30, 2007 and March 31, 2008 are attributable to poor current local and economic conditions. Due to an increase in foreclosure activity in the area, the foreclosure process in Cuyahoga County, our 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 $24.9 million and $13.7 million in non-accruing loans at March 31, 2008 and June 30, 2007, $16.1 million and $8.4 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 we believed collection of loan principal was in doubt, we established specific loss reserves. Our evaluation of the underlying collateral included a consideration of the potential impact of erosion in real estate values due to poor 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 our evaluation of the underlying collateral, we determined that despite difficult conditions, these loans are generally well secured. Through this process, we established specific loss reserves related to these loans outstanding at March 31, 2008 and June 30, 2007 of $1,277,734 and $627,220, 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, we established specific loan loss reserves of $458,759 and $263,205 for these loans as of March 31, 2008 and June 30, 2007, respectively.
The current period provision for loan losses reflects the increase in specific loan loss reserves described above along with replenishing the allowance for charge-offs and changes to the overall volume and composition of the loan portfolio.
For the three months ended March 31, 2008, non-interest income increased by $361,300, or 42.3%, from the prior year comparable period. This resulted from an increase of $299,200 in mortgage banking activities, an increase of $6,700 in service and other fees and an increase of $143,300 in other, net offset by a decrease in earnings on bank-owned life insurance (“BOLI”) of $87,900.
The increase of $299,200 in mortgage banking activities resulted from an increase in gains on the sales of loans and a positive change in the fair value of mortgage banking derivatives pursuant mostly to the adoption of SEC Staff Accounting Bulletin No. 109, partially offset by an increase in amortization of mortgage loan servicing rights. During these periods, the Company pursued a strategy of originating long-term, fixed-rate loans

Page 17


Table of Contents

RESULTS OF OPERATIONS continued
pursuant to Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”) guidelines and selling such loans to the FHLMC or the FNMA, while retaining the servicing. The increase in other, net is primarily the result of increased income from investment in real estate partnerships during the current period.
Non-interest expense for the three months ended March 31, 2008 decreased by $109,000, or 2.1%, from the prior year comparable period. This resulted from a decrease in compensation and benefits of $524,300, and a decrease in office occupancy and equipment of $94,700, partially offset by an increase in other non-interest expense of $510,000. The increase in other non-interest expense was primarily the result of increases in real estate owned expense and merger related expenses. Compensation and benefits decreased due to a decrease in staffing.
The federal income tax provision for the three-month period ended March 31, 2008 represented an effective rate of 23.4% for the current period compared to an effective rate of 28.5% for the prior year comparable period. The decrease in the effective rate in the current period is attributable to an increased proportion of pre-tax income consisting of an increase in the cash surrender value of BOLI.
RESULTS OF OPERATIONS     Nine months ended March 31, 2008,
compared to nine months ended
March 31, 2007.
The Company’s net income for the nine months ended March 31, 2008 was $1,644,100 as compared to $3,877,100 for the prior year comparable period. This represents a decrease of $2,233,000, or 57.6%, when compared with the prior year comparable period.
Net interest income for the nine months ended March 31, 2008 decreased by $3,007,100, or 15.6%, as compared to the prior year comparable period. This resulted from a decrease of $3,233,200, or 6.9%, in interest income and a decrease of $226,100, or 0.8%, in interest expense. The decrease in net interest income was attributable to a decline of 42 basis points in the interest-rate spread for the nine-month period ended March 31, 2008 as compared to the prior year comparable period along with a decrease in both average interest-earning assets and interest-bearing liabilities. The decrease in interest-rate spread resulted from margin compression attributable to declining rates on loans resulting from a decrease in short-term market rates and an increase in nonperforming loans.

Page 18


Table of Contents

RESULTS OF OPERATIONS continued
The following table presents comparative information for the nine months ended March 31, 2008 and 2007 about average balances and average yields and costs for interest-earning assets and interest-bearing liabilities. Net interest income is affected by the interest-rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities.
                                                 
    March 31, 2008   March 31, 2007
    Average             Average     Average             Average  
    Balance     Interest     Yield/Cost     Balance     Interest     Yield/Cost  
         
Interest-earning assets
                                               
 
                                               
Loans (1)
  $ 725,895     $ 39,579       7.27 %   $ 743,180     $ 42,662       7.65 %
Mortgage-backed securities
    27,197       1,017       4.99 %     27,047       994       4.90 %
Investments and other
    73,681       2,735       4.95 %     80,711       2,909       4.81 %
 
                                       
 
                                               
Total interest-earning assets
    826,773       43,331       6.99 %     850,938       46,565       7.30 %
 
                                           
 
                                               
Non-interest-earning assets
    56,771                       59,471                  
 
                                           
 
                                               
Total Assets
  $ 883,544                     $ 910,409                  
 
                                           
 
                                               
Interest-bearing liabilities
                                               
 
                                               
Deposits
  $ 656,633     $ 21,838       4.43 %   $ 663,596     $ 21,251       4.27 %
Borrowings
    108,695       4,047       4.96 %     127,806       4,833       5.04 %
Subordinated debt
    20,000       1,133       7.55 %     20,000       1,160       7.73 %
 
                                       
 
                                               
Total interest-bearing liabilities
    785,328       27,018       4.59 %     811,402       27,244       4.48 %
 
                                               
 
                                           
Non-interest-bearing liabilities
    26,480                       28,770                  
 
                                           
 
                                               
Total liabilities
  $ 811,808                     $ 840,172                  
 
                                               
Retained earnings
    71,736                       70,237                  
 
                                           
 
                                               
Total liabilities and R.E.
  $ 883,544                     $ 910,409                  
 
                                           
 
                                               
Net interest income
          $ 16,313                     $ 19,321          
 
                                               
Interest-rate spread
                    2.40 %                     2.82 %
 
                                           
 
                                               
Yield on interest-earning assets
                    2.63 %                     3.03 %
 
                                           
 
                                               
Interest-earning assets to interest-bearing liabilities
    105.28 %                     104.87 %                
 
                                           
 
(1)   Non-accruing loans are included in the average loan balances for the periods presented.

Page 19


Table of Contents

RESULTS OF OPERATIONS continued
For the nine months ended March 31, 2008, a provision for loan losses of $1,494,400 was recorded, while a provision for loan losses of $91,000 was recorded in the prior year comparable period. The current period provision for loan losses reflects the increase in specific loan loss reserves described previously as well as charge-offs recorded during the current period for which no reserves were previously established along with changes to the overall volume and composition of the loan portfolio.
For the nine months ended March 31, 2008, non-interest income increased by $260,600, or 10.1%, from the prior year comparable period. This resulted from an increase of $291,600 in mortgage banking activities, an increase of $47,200 in service and other fees and an increase $27,500 in earnings on BOLI. This was partially offset by a decrease of $105,700 in other, net resulting primarily from increases in net losses on the sale of real estate owned.
The increase of $291,600 in mortgage banking activities resulted from an increase in gains on the sales of loans and a positive change in the fair value of mortgage banking derivatives pursuant mostly to the adoption of SEC Staff Accounting Bulletin No. 109, partially offset by an increase in amortization of mortgage loan servicing rights. During these periods, the Company pursued a strategy of originating long-term, fixed-rate loans pursuant to Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”) guidelines and selling such loans to the FHLMC or the FNMA, while retaining the servicing. The decrease in other, net is primarily the result of losses on the sale of real estate owned.
Non-interest expense for the nine months ended March 31, 2008 decreased by $753,300, or 4.6%, from the prior year comparable period. This resulted from decreases in compensation and benefits of $1,213,100, and office occupancy and equipment of $192,800 offset by an increase in other non-interest expense of $652,600. Compensation and benefits decreased due to decreased staffing and incentive bonuses paid. The increase in other non-interest expense was primarily the result of increases in real estate owned expense and merger related expenses.
The federal income tax provision for the nine-month period ended March 31, 2008 decreased to an effective rate of 23.9% for the current period from an effective rate of 30.2% for the prior year comparable period. The decrease in the effective rate in the current period is attributable to an increased proportion of pre-tax income consisting of an increase in the cash surrender value of BOLI.

Page 20


Table of Contents

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. Our 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.
Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. Additional sources of funds include lines of credit available from the FHLB.
Management believes the Company maintains sufficient liquidity to meet current operational needs.
Part I Financial Information
Item 3
QUANTITATIVE AND QUALITATIVE 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. 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 nine-month period ended March 31, 2008, competitive local market demand for deposits has resulted in an increase to the Bank’s cost of funds, while the yield on interest-earning assets has not increased at the same rate, resulting in a decrease in interest-rate spread. The compression of interest-rate spread is a function of the unusual shape of the 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. Our strategy is to keep the maturities of interest-earning assets and interest-bearing liabilities short. Our efforts are focused on mitigating the impact of the shape of the yield curve on our interest-rate spread.

Page 21


Table of Contents

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. This evaluation included consideration of the material weakness in internal control over financial reporting that the Company reported in its Annual Report on Form 10-K for the year ended June 30, 2007. We disclosed in the Annual Report on Form 10-K that to improve the effectiveness of the Company’s disclosure controls, management is in the process of designing and implementing and continuing to enhance controls to aid in the correct preparation, review, presentation and disclosures of the Company’s consolidated financial statements. Management is continuing to monitor, evaluate and test the operating effectiveness of these controls. Until those controls have been determined to be operating effectively, we cannot conclude that disclosure controls and procedures are effective. 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.
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 below. In its Annual Report on Form 10-K for the year ended June 30, 2007, the Company disclosed a material weakness in internal control over financial reporting related in part to three loan relationships individually identified as impaired where specific reserves were warranted but were not recorded at the time of the closing of the financial statements. These misstatements were not corrected until the Company’s independent registered public accounting firm proposed the corrections as part of their audit, which constituted a weakness in internal control over financial reporting as of June 30, 2007. The Company believes that procedures have been implemented to cure the material weakness.

Page 22


Table of Contents

Part II Other Information
Item 1. Legal Proceedings. N/A
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 (the “2007 Form 10-K”), which could materially affect our business, financial condition or future results. The risks described in the Company’s 2007 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Our ability to continue to pay dividends at current levels may be limited by our cash needs at the holding company level.
Our holding company, PVF Capital Corp., has certain ongoing cash needs primarily related to trust preferred securities and the payment of dividends to stockholders. Interest payments on the trust preferred securities instruments totaled $357,000 during the quarter ended March 31, 2008. Cash dividends to stockholders totaled $575,300 for the quarter ended March 31, 2008. Cash at the Company totaled $123,500 at March 31, 2008.
Our ability to pay dividends depends, in part, on our receipt of dividends from the Bank because the Company has minimal sources of income other than distributions from the Bank. OTS regulations impose limitations upon all capital distributions, including cash dividends, by a savings institution, such as the Bank. Under the regulations, an application to and prior approval of the OTS is required prior to any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under OTS regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the OTS. If an application is not required, the institution must still provide prior notice to the OTS of the capital distribution if, like the Bank, it is a subsidiary of a holding company. In the event the Bank’s capital fell below its regulatory requirements or the OTS notified it that it was in need of increased supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the OTS could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the OTS determines that such distribution would constitute an unsafe or unsound practice.
As of March 31, 2008 the Bank’s calendar year-to-date net income plus net income for the prior two calendar years totaled $10,620,610, and the Bank had the ability to pay additional dividends to the Company of up to $6,220,610 upon notice to the OTS. Dividends in excess of this amount plus additional net income earned in the future would require application to the OTS. Our ability to continue to pay dividends to stockholders at the current rate will depend on our ability to generate sufficient income and maintain sufficient capital at the Bank to continue to pay dividends to the Company.

Page 23


Table of Contents

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
  (a)   N/A
 
  (b)   N/A
 
  (c)   The following table illustrates the repurchase of the Company’s common stock during the period ended March 31, 2008:
                                 
                    (c) Total Number of   (d) Maximum Number
                    Shares Purchased as   of Shares that May
                    Part of Publicly   Yet Be Purchased
    (a) Total Number of   (b) Average Price   Announced Plans or   Under the Plans or
Period   Shares Purchased   Paid per Share   Programs   Programs
January 1 through January 31, 2008
    0     $ 0.00       0       265,602  
February 1 through February 29, 2008
    0     $ 0.00       0       265,602  
March 1 through March 31, 2008
    0     $ 0.00       0       265,602  
Total
    0     $ 0.00       0       265,602  
In August 2002, the Company announced a stock repurchase program to acquire up to 5% of the Company’s common stock. This plan was renewed for an additional year in August 2007. The plan is renewable on an annual basis and will expire in August 2008, if not renewed.
Item 3. Defaults Upon Senior Securities. N/A
Item 4. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on February 5, 2008. A total of 6,781,217 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy.
Proposal I — Stockholders voted in favor of the election of four nominees for director. The voting results for each nominee were as follows:
                 
    Votes in Favor    
Nominee   of election   Votes Withheld
John R. Male
    6,065,287       715,930  
Stanley T. Jaros
    6,064,573       716,644  
Raymond J. Negrelli
    6,065,446       715,771  
Ronald D. Holman, II
    6,065,446       715,771  
The following directors continued in office with terms ending October 2008.
Robert K. Healey
Stuart D. Neidus
C. Keith Swaney
Gerald A. Fallon

Page 24


Table of Contents

Proposal II — To amend the Company’s First Amended and Restated Code of Regulations to authorize the issuance of uncertificated shares. The voting results were as follows:
                 
Votes For   Votes against   Abstain
6,527,471
    213,087       40,656  
Proposal III — To ratify the appointment of Crowe Chizek and Company LLC as independent certified public accountants of the Company for the fiscal year ending June 30, 2008. The voting results were as follows:
                 
Votes For   Votes against   Abstain
6,555,294
    195,189       30,733  
Stockholder Proposal IV — To declassify the Board of Directors so that all directors are elected annually. The voting results were as follows:
                 
Votes For   Votes against   Abstain
1,235,059
    2,771,546       53,909  
There were 0, 3, 1, and 2,720,703 broker non-votes with respect to Proposals I, II, III and IV, respectively.
Item 5. Other Information.
The Company currently expects to hold its 2008 annual meeting of stockholders on November 24, 2008, although such date has not been formally approved by the Company’s Board of Directors. Under the Company’s First Amended and Restated Articles of Incorporation, stockholder proposals must be submitted in writing to the Secretary of the Company at the address stated later in this paragraph no less than thirty days nor more than sixty days prior to the date of such meeting; provided, however, that if less than forty days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Company not later than the close of business on the tenth day following the day on which notice of the meeting was mailed to stockholders. In order to be eligible for inclusion in the Company’s proxy materials for the 2008 annual meeting of stockholders, any stockholder proposal to take action at such meeting must be received at the Company’s executive office at 30000 Aurora Road, Solon, Ohio 44139, no later than June 12, 2008. Any such proposal shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
Item 6. (a) Exhibits
The following exhibits are filed herewith:
  10.1   Severance Agreements between PVF Capital Corp., Park View Federal Savings Bank and each of John R. Male, C. Keith Swaney and Jeffrey N. Male
 
  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

Page 25


Table of Contents

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: May 9, 2008  /s/ C. Keith Swaney    
  C. Keith Swaney   
  President, Chief Operating Officer and Treasurer (Only authorized officer and Principal Financial Officer)   
 

 

EX-10.1 2 l31590aexv10w1.txt EX-10.1 Exhibit 10.1 SEVERANCE AGREEMENT This AGREEMENT is made and entered into this 26th day of October, 1999, by and among PVF Capital Corp. (the "Corporation"), a corporation organized under the laws of the State of Ohio, Park View Federal Savings Bank (the "Bank"), an OTS-chartered, FDIC-insured savings association with its main office located in Cleveland, Ohio and John R. Male (the "Executive"). Any reference to the "Board of Directors" herein shall mean the Board of Directors of the Corporation or the Bank or a committee serving at the pleasure of the Board of Directors of the Bank. Any reference to "FDIC" herein shall mean the Federal Deposit Insurance Corporation. Any reference to "OTS" shall mean the Office of Thrift Supervision. WHEREAS, the Executive serves as an employee of the Bank; WHEREAS, the Corporation, the Bank and the Executive are parties to a Severance Agreement dated July 1, 1998; and WHEREAS, the parties hereto desire that this Agreement supersede and replace in its entirety the July 1, 1998 Severance Agreement; NOW THEREFORE, in consideration of the performance of the responsibilities of the Executive and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. NO EMPLOYMENT CONTRACT The parties hereto acknowledge and agree that this Agreement is not a management or employment agreement and that nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or Corporation or any subsidiary or successor of the Bank or Corporation, nor shall it give the Bank or Corporation any rights or impose any obligations for the continued performance of duties by the Executive for the Bank or Corporation or any subsidiary or successor of the Bank or Corporation. 2. TERM OF AGREEMENT The initial term of this Agreement shall be for a period of three (3) years commencing November 1st, 1999 (hereafter referred to as the "Anniversary Date"). Commencing on the first Anniversary Date of this Agreement, and continuing at each Anniversary Date thereafter, the Agreement shall automatically renew for one (1) additional year beyond the then effective expiration date only upon a determination and resolution of the Board of Directors that the performance of the Executive has met the requirements and standards of the Board and that such term shall be extended. If the Board of Directors determines not to extend the term, it shall promptly so notify the Executive, with such election by the Board not to extend the term not to otherwise affect the then effective term of this Agreement. Reference herein to the term of this Agreement shall refer both to such initial term and such extended terms. Unless sooner terminated as set forth herein, this contract shall terminate when the Executive reaches age sixty-five (65). 3. TERMINATION FOR CAUSE If the Corporation or Bank terminates the Executive's employment for cause (as defined below), all of the Bank's and Corporation's obligations hereunder shall immediately terminate as of the termination date. For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 4. VOLUNTARY TERMINATION OF AGREEMENT 2 This Agreement may be terminated by the Executive at any time upon ninety (90) days' written notice to either the Bank or the Corporation or upon such shorter period as may be agreed upon between the Executive and the Board of Directors. 5. GOVERNMENTAL TERMINATION OF AGREEMENT (a) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank's or the Corporation's affairs by an order issued under Section 8(e) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e), all obligations of the Bank and the Corporation under this Agreement shall terminate, as of the effective date of the order. (b) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate. (c) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, by the Director of the OTS or his or her designee at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, or by the Director of the OTS or his or her designee at the time the Director of the OTS or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (d) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Corporation's and the Bank's obligations under subparagraphs 6(a), 3 (b) and (c) of this Agreement shall be suspended as the date of service, unless stayed by appropriate proceedings. (e) If the charges in the notice referenced in subparagraph 5(d) are dismissed, the Board of Directors may in its discretion: (i) pay the Executive all or part of the severance benefits while the Corporation's and the Bank's contract obligations were suspended, and (ii) reinstate (in whole or in part) any of the Corporation's and the Bank's obligations which were suspended as required in subparagraph (d) above. 6. SEVERANCE PAYMENTS OR TERMINATION BENEFITS For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment 4 shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy 5 or arrangement of the Bank or Corporation. Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer. 7. GOOD REASON For purposes of this Agreement, "Good Reason" means the occurrence of any of the events or conditions described in subparagraphs (a) through (f) hereof without the Executive's express written consent; provided the Executive's right to terminate his employment pursuant to this Paragraph 7 shall not be affected by his incapacity due to physical or mental illness. (a) A change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Executive from or failure to reappoint him to any of such positions, except in connection with the termination of his employment for (i) Cause, (ii) pursuant to Paragraphs 4 or 5, (iii) by the Executive other than for Good Reason; (b) A material reduction by the Bank or the Corporation in the Executive's base salary; (c) The relocation of Executive's principal place of employment to a location that is more than thirty-five (35) miles from the location where Executive was principally employed immediately prior to such relocation or the Bank's or the Corporation's requiring the Executive to be based at any place other than the location where the Executive was based immediately prior to such change, except for reasonably required travel (as determined by the Board of Directors) on the Bank's or the Corporation's business; (d) The failure by the Bank or the Corporation to continue to provide the Executive with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Bank or the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by him; (e) Death prior to retirement. If the Executive dies while actively employed by the Bank or Corporation prior to retirement; or (f) Disability prior to retirement. If the Executive becomes totally disabled while actively employed by the Bank or Corporation prior to retirement. For purposes of this agreement, the term "totally disabled" means that because of injury or sickness, the Executive is unable to perform his duties. 6 8. CHANGE IN CONTROL (a) If there is a Change in Control of the Bank or Corporation during the term of this Agreement, the Executive shall be entitled to severance payments and/or termination benefits as described in Paragraph 6 if the Executive's employment with the Bank or the Corporation is involuntarily terminated in connection with or within one (1) year after the Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5. This payment shall also be made in the case of the Executive's voluntary termination of employment for Good Reason (as defined in Paragraph 7) in connection with or within one (1) year after a Change in Control of the Bank or Corporation. Such voluntary termination of employment for Good Reason in connection with or within one (1) year after a Change in Control of the Bank or Corporation shall not constitute a termination for Cause or a voluntary termination subject to Paragraph 4 of this Agreement. (b) For purposes of this Agreement, "Change in Control of the Bank or Corporation" means: (i) The acquisition by a person or persons acting in concert of the power to vote twenty-five percent (25%) or more of a class of the Corporation's voting securities; (ii) the acquisition by a person of the power to direct the Bank's or Corporation's management or policies, if the Board of Directors or the OTS has made a determination that such acquisition constitutes or will constitute an acquisition of control of the Bank or Corporation for the purposes of the Savings & Loan Holding Company Act or the Change in Bank Control Act and the regulations thereunder; (iii) during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or the Corporation cease, for any reason, to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two- thirds (2/3) of the directors then in office who were directors in office at the beginning of the period; (iv) the Corporation shall have merged into or consolidated with another corporation, or merged another corporation into the Corporation, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by 7 shares held by former shareholders of the Corporation prior to such merger or consolidation; or (v) the Corporation shall have sold to another person (i) substantially all of the Corporation's assets or (ii) the Bank. The term "person" refers to an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity. 9. WITHHOLDING OF TAXES The Bank or Corporation may withhold from any benefits payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, governmental regulation or ruling. 10. PAYMENT OF LEGAL AND/OR ACCOUNTING FEES Reasonable legal and/or accounting fees and expenses paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to the Agreement shall be paid or reimbursed by the Corporation in accordance with the following: (a) If the Executive, the Bank or the Corporation initiates a proceeding and the Executive prevails, all reasonable legal and/or accounting fees and expenses shall be paid by the Corporation. (b) If the Executive initiates a proceeding and does not prevail on his claim, then the Corporation shall reimburse the Executive for all legal and/or accounting fees and expenses but not to exceed the sum of $25,000. 11. SUCCESSOR ORGANIZATION The obligations of the Corporation and the Bank as set forth herein shall continue to be the obligation of any successor organization, any organization which purchases substantially all of the liabilities of the Corporation or the Bank, as well as any organization which assumes substantially all of the liabilities of the Corporation or the Bank whether by merger, consolidation, or other form of business 8 combination. This Agreement is personal to the Executive and the Executive may not delegate his duties hereunder. 12. NOTICES All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to the Corporation, to: PVF Capital Corp. Corporate Center 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Vice President and Secretary (b) If to the Bank, to: Park View Federal Savings Bank Corporate Center 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Corporate Secretary (c) If to the Executive, to: John R. Male ------------------ [RESIDENCE ADDRESS NOT SHOWN] and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice. 13. AMENDMENTS No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided. 9 14. PARAGRAPH HEADINGS The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. 15. SEVERABILITY The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions here. 16. GOVERNING LAW This Agreement shall, except to the extend that federal law (including any law, rule, or regulations of the OTS or the FDIC) shall be deemed to apply, be governed by and construed and enforced in accordance with the laws of Ohio. 17. ARBITRATION Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. 18. SAFETY AND SOUNDNESS LIMITATIONS Notwithstanding any other provision of this Agreement, no severance benefits under Paragraph 8 shall be paid or payable in respect of any year in which the Bank (i) fails to meet any applicable capital requirements imposed by Part 567 of the OTS regulations (or successor regulations) after giving effect to the payment of severance benefits hereunder, (ii) receives or maintains a safety and soundness CAMEL rating of 4 or 5 from the OTS, or (iii) is subject to a proceeding to terminate deposit insurance. Severance benefits can be paid under clause (i) above to the extent that such payment would not cause the Bank to fail to meet any applicable capital requirements imposed by part 10 567 of the OTS regulations. In addition, no severance benefits under Paragraph 8 shall be paid or payable if the Executive has committed any fraudulent act or omission or other fiduciary breach that had or is likely to have a material adverse affect on the bank or the Corporation. 19. ENTIRE AGREEMENT This Agreement supersedes the July 1, 1998 Severance Agreement by and among the Corporation, the Bank and the Executive. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first herein above written. WITNESSES: PVF CAPITAL CORP. /s/ Adeline Novak By: /s/ James W. Male - -------------------------- -------------------------- James W. Male /s/ Terri Grodell Its: Chairman of the Board - -------------------------- PARK VIEW FEDERAL SAVING BANK By: /s/ Stuart D. Neidus -------------------------- Stuart D. Neidus Its: Chairman of the Compensation Committee EXECUTIVE /s/ John R. Male ------------------------------- John R. Male 11 County of Cuyahoga ) ) ss: State of Ohio ) Before me this 6th day of December, 1999, personally appeared the above named James W. Male, Stuart D. Neidus and John R. Male, who acknowledged that they did sign the foregoing instrument and that the same was their free act and deed. /s/ Theresa Grodell -------------------------------- (Notary Seal) Notary Public My Commission Expires: THERESA A. GRODELL, Notary Public State of Ohio My Commission Expires Jan. 26, 2004 12 [PARK VIEW FEDERAL SAVINGS BANK LETTERHEAD] January 29, 2001 Mr. John R. Male Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 RE: Amendment to Severance Agreement Dear Jack, The purpose of this letter is to memorialize in writing certain changes to your Severance Agreement dated the 26th day of October, 1999 (the "Agreement"), which changes, we, PVF Capital Corp. (the "Corporation") and Park View Federal Savings Bank (the "Bank"), have agreed to. In accordance with the terms of the Agreement, particularly Section 13 ("Amendments") thereof, please signify your consent to these changes by executing this letter and returning it to the Bank. The changes we have agreed to are as follows: 1. Section 3 ("Termination for Cause") of the Agreement shall be revised by deleting the second sentence in its entirety ("As used herein, "for cause" shall mean....") and inserting the following: For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 2. Section 12 ("Notices") of the Agreement shall be revised by deleting the Corporation and Bank addresses listed in subsection (a) and (b), respectively, and inserting the following: (a) If to the Corporation, to: PVF Capital Corp. Corporate Center 30000 Aurora Road Solon, OH 44139 Amendment to Severance Agreement January 29, 2001 Pg 2 (b) If to the Bank, to: Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 Please signify your acceptance of and agreement to the foregoing changes by executing this letter in the space provided and returning it to the Bank. The changes will become effective upon receipt by the Bank of this letter executed by you. PVF CAPITAL CORP. By: /s/ John R. Male -------------------------------------- John R. Male Its: Chairman of the Board PARK VIEW FEDERAL SAVINGS BANK By: /s/ Stanley T. Jaros -------------------------------------- Stanley T. Jaros Its: Chairman of the Compensation Committee Accepted and agreed to this 29th day of January, 2001, by the undersigned Executive. EXECUTIVE /s/ John R. Male -------------------------------------- John R. Male 2 SEVERANCE AGREEMENT AMENDMENT WHEREAS, PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank"), and John R. Male (the "Executive") previously entered into a Severance Agreement, originally effective as of October 26, 1999 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to update the benefits provided to the Executive and to provide the Executive with certain tax indemnification in the event of a change in control of the Corporation and the Bank; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties. NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: FIRST CHANGE Section 6(a) of the Agreement shall be deleted in its entirety and replaced with the following: (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to three (3) times the Executive's annual compensation. For purposes of this paragraph, "annual compensation" shall be defined as the Executive's then current base salary plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced for the time value of money or discounted to present value. SECOND CHANGE The following shall be added as Section 20 of the Agreement: 20. TAX INDEMNIFICATION (a) For purposes of this Agreement, "Covered Benefits" shall mean any payment or benefit paid or provided to the Executive by the Bank, the Corporation or any affiliate or successor in interest (whether pursuant to this Agreement or otherwise) that, in the opinion of Tax Counsel (as defined below), might reasonably be expected to be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that the Executive shall receive Covered Benefits, the Corporation shall pay to the Executive an additional amount (the "Gross-Up Payment"), so that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of the Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code). (b) For purposes of this Section 20, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of the Executive's termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, all determinations required to be made under this Section 20 shall be made by Tax Counsel, which determinations shall be conclusive and binding on the Executive, the Bank and the Corporation, absent manifest error. (c) The Corporation shall indemnify and hold the Executive harmless from losses, costs and expenses which the Executive incurs as a result of any administrative or judicial review of the Executive's liability under Section 4999 of the Code by the Internal Revenue Service or any comparable state agency, through and including a final judicial determination or final administrative settlement of any dispute arising out of the Executive's liability for the Excise Tax or otherwise relating to the classification for purposes of Section 280G of the Code of any of the Covered Benefits or other payment or benefit in the nature of compensation made or provided to the Executive by the Corporation. The Executive shall promptly notify the Corporation in writing whenever the Executive receives notice of the commencement of any judicial or administrative proceeding in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Agreement or otherwise is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of the Executive's liability under Section 4999). The Corporation may assume control at its expense over all legal and accounting matters pertaining to such federal or state tax treatment of the Covered Benefits or any payment or benefit in the nature of compensation made or provided to the Executive by 2 the Corporation, and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. In the event that the Corporation elects not to assume control over such matters, the Corporation shall promptly reimburse the Executive for all expenses related thereto as and when incurred, upon presentation of appropriate documentation relating to such expenses. The parties hereby ratify the above changes and certify that, in all other respects, the existing terms and provisions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Bank and the Corporation have caused this Amendment to the Agreement to be executed by their duly authorized officers, and the Executive has signed this Amendment, on the 30th day of April, 2007. ATTEST: PVF CAPITAL CORP. /s/ Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors ATTEST: PARK VIEW FEDERAL SAVINGS BANK Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors WITNESS: EXECUTIVE /s/ Carol S. Porter /s/ John R. Male - ---------------------------- -------------------------------------------- John R. Male 3 THIRD AMENDMENT TO SEVERANCE AGREEMENT This Third Amendment to Severance Agreement (this "Third Amendment") is made to be effective as of July 24, 2007, by and among PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank") and John Male (the "Executive"). WHEREAS, Executive, the Corporation and the Bank are parties to a Severance Agreement dated October 26, 1999, as subsequently amended on January 29, 2001 and April 30, 2007 (as amended, the "Agreement"); WHEREAS, the parties desire to amend the Agreement to include a non-compete provision; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Corporation, Bank and Executive agree as follows: 1. The following shall be added as Section 21 of the Agreement: 21. COVENANT NOT TO COMPETE Commencing on the date of the Executive's termination of employment (a) by the Corporation, Bank or any successor organization for cause or in connection with a Change in Control, or (b) by the Executive for any reason, and ending on the third anniversary thereof, the Executive agrees that he shall not, directly or indirectly, either as principal, agent, owner, shareholder, officer, director, partner, lender, investor, independent contractor, consultant or in any other capacity, engage in, have a financial interest in (except the ownership by Executive of less than 1% of the outstanding equity securities of any publicly held corporation) or be in any way connected or affiliated with, or render advice or services to any natural person, organization or entity of any type that engages in any activity that would compete in any way with the Corporation, the Bank or any successor organization in Ohio, Pennsylvania, Indiana, Michigan, West Virginia or Kentucky. This Section 21 shall survive the termination of this Agreement and the obligations and rights hereunder shall inure to the benefit of any successor organization. 2. Except as expressly amended hereby, the Agreement, as amended by this Third Amendment, shall remain in full force and effect. 3. This Third Amendment may be executed in any number of counterparts, and each of such counterparts, when so executed, shall be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment, to be effective as of the day and year first above written. CORPORATION: PVF CAPITAL CORP. By: /s/ C. Keith Swaney ----------------------------------------- Its President, Chief Operating Officer and Treasurer -------------------------------------- PARK VIEW FEDERAL SAVINGS BANK By: /s/ C. Keith Swaney ----------------------------------------- Its President, Chief Operating Officer and Treasurer -------------------------------------- EXECUTIVE: /s/ John R. Male -------------------------------------------- John R. Male FOURTH AMENDMENT TO SEVERANCE AGREEMENT This Fourth Amendment to Severance Agreement is made to be effective as of May 6, 2008, by and among PVF Capital Corp., Park View Federal Savings Bank and John R. Male. WHEREAS, the Boards of Directors of PVF Capital Corp. (the "Company") and Park View Federal Savings Bank (the "Bank") maintain a severance agreement with John R. Male; and WHEREAS, the Boards of Directors amended Mr. Male's severance agreement on July 24, 2007 in connection with the execution of the merger agreement by and between United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, the Company and the Bank (the "Merger Agreement"); and WHEREAS, as a result of the termination of the Merger Agreement effective April 1, 2008, the Boards of Directors of the Company and the Bank resolved to rescind the July 24, 2007 amendment to Mr. Male's severance agreement by the unanimous written consent of the respective boards of directors. NOW THEREFORE, Mr. Male's severance agreement is hereby amended effective May 6, 2008, as follows: Section 21 of Mr. Male's severance agreement is deleted in its entirety. IN WITNESS WHEREOF, the Bank and the Company have caused this amendment to Mr. Male's severance agreement to be executed by its duly authorized officers, and Mr. Male has signed this amendment, on the 6th day of May, 2008. ATTEST: PVF CAPITAL CORP. /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: PARK VIEW FEDERAL SAVINGS BANK /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: /s/ Carol S. Porter /s/ John R. Male - ------------------------------------- ---------------------------------------- SEVERANCE AGREEMENT This AGREEMENT is made and entered into this 26th day of October, 1999, by and among PVF Capital Corp. (the "Corporation"), a corporation organized under the laws of the State of Ohio, Park View Federal Savings Bank (the "Bank"), an OTS-chartered, FDIC-insured savings association with its main office located in Cleveland, Ohio and C. Keith Swaney (the "Executive"). Any reference to the "Board of Directors" herein shall mean the Board of Directors of the Corporation or the Bank or a committee serving at the pleasure of the Board of Directors of the Bank. Any reference to "FDIC" herein shall mean the Federal Deposit Insurance Corporation. Any reference to "OTS" shall mean the Office of Thrift Supervision. WHEREAS, the Executive serves as an employee of the Bank; WHEREAS, the Corporation, the Bank and the Executive are parties to a Severance Agreement dated July 1, 1998; and WHEREAS, the parties hereto desire that this Agreement supersede and replace in its entirety the July 1, 1998 Severance Agreement; NOW THEREFORE, in consideration of the performance of the responsibilities of the Executive and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. NO EMPLOYMENT CONTRACT The parties hereto acknowledge and agree that this Agreement is not a management or employment agreement and that nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or Corporation or any subsidiary or successor of the Bank or Corporation, nor shall it give the Bank or Corporation any rights or impose any obligations for the continued performance of duties by the Executive for the Bank or Corporation or any subsidiary or successor of the Bank or Corporation. 2. TERM OF AGREEMENT The initial term of this Agreement shall be for a period of three (3) years commencing November 1st, 1999 (hereafter referred to as the "Anniversary Date"). Commencing on the first Anniversary Date of this Agreement, and continuing at each Anniversary Date thereafter, the Agreement shall automatically renew for one (1) additional year beyond the then effective expiration date only upon a determination and resolution of the Board of Directors that the performance of the Executive has met the requirements and standards of the Board and that such term shall be extended. If the Board of Directors determines not to extend the term, it shall promptly so notify the Executive, with such election by the Board not to extend the term not to otherwise affect the then effective term of this Agreement. Reference herein to the term of this Agreement shall refer both to such initial term and such extended terms. Unless sooner terminated as set forth herein, this contract shall terminate when the Executive reaches age sixty-five (65). 3. TERMINATION FOR CAUSE If the Corporation or Bank terminates the Executive's employment for cause (as defined below), all of the Bank's and Corporation's obligations hereunder shall immediately terminate as of the termination date. For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 4. VOLUNTARY TERMINATION OF AGREEMENT 2 This Agreement may be terminated by the Executive at any time upon ninety (90) days' written notice to either the Bank or the Corporation or upon such shorter period as may be agreed upon between the Executive and the Board of Directors. 5. GOVERNMENTAL TERMINATION OF AGREEMENT (a) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank's or the Corporation's affairs by an order issued under Section 8(e) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e), all obligations of the Bank and the Corporation under this Agreement shall terminate, as of the effective date of the order. (b) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate. (c) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, by the Director of the OTS or his or her designee at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, or by the Director of the OTS or his or her designee at the time the Director of the OTS or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (d) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Corporation's and the Bank's obligations under subparagraphs 6(a), 3 (b) and (c) of this Agreement shall be suspended as the date of service, unless stayed by appropriate proceedings. (e) If the charges in the notice referenced in subparagraph 5(d) are dismissed, the Board of Directors may in its discretion: (i) pay the Executive all or part of the severance benefits while the Corporation's and the Bank's contract obligations were suspended, and (ii) reinstate (in whole or in part) any of the Corporation's and the Bank's obligations which were suspended as required in subparagraph (d) above. 6. SEVERANCE PAYMENTS OR TERMINATION BENEFITS For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment 4 shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy 5 or arrangement of the Bank or Corporation. Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer. 7. GOOD REASON For purposes of this Agreement, "Good Reason" means the occurrence of any of the events or conditions described in subparagraphs (a) through (f) hereof without the Executive's express written consent; provided the Executive's right to terminate his employment pursuant to this Paragraph 7 shall not be affected by his incapacity due to physical or mental illness. (a) A change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Executive from or failure to reappoint him to any of such positions, except in connection with the termination of his employment for (i) Cause, (ii) pursuant to Paragraphs 4 or 5, (iii) by the Executive other than for Good Reason; (b) A material reduction by the Bank or the Corporation in the Executive's base salary; (c) The relocation of Executive's principal place of employment to a location that is more than thirty-five (35) miles from the location where Executive was principally employed immediately prior to such relocation or the Bank's or the Corporation's requiring the Executive to be based at any place other than the location where the Executive was based immediately prior to such change, except for reasonably required travel (as determined by the Board of Directors) on the Bank's or the Corporation's business; (d) The failure by the Bank or the Corporation to continue to provide the Executive with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Bank or the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by him; (e) Death prior to retirement. If the Executive dies while actively employed by the Bank or Corporation prior to retirement; or (f) Disability prior to retirement. If the Executive becomes totally disabled while actively employed by the Bank or Corporation prior to retirement. For purposes of this agreement, the term "totally disabled" means that because of injury or sickness, the Executive is unable to perform his duties. 6 8. CHANGE IN CONTROL (a) If there is a Change in Control of the Bank or Corporation during the term of this Agreement, the Executive shall be entitled to severance payments and/or termination benefits as described in Paragraph 6 if the Executive's employment with the Bank or the Corporation is involuntarily terminated in connection with or within one (1) year after the Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5. This payment shall also be made in the case of the Executive's voluntary termination of employment for Good Reason (as defined in Paragraph 7) in connection with or within one (1) year after a Change in Control of the Bank or Corporation. Such voluntary termination of employment for Good Reason in connection with or within one (1) year after a Change in Control of the Bank or Corporation shall not constitute a termination for Cause or a voluntary termination subject to Paragraph 4 of this Agreement. (b) For purposes of this Agreement, "Change in Control of the Bank or Corporation" means: (i) The acquisition by a person or persons acting in concert of the power to vote twenty-five percent (25%) or more of a class of the Corporation's voting securities; (ii) the acquisition by a person of the power to direct the Bank's or Corporation's management or policies, if the Board of Directors or the OTS has made a determination that such acquisition constitutes or will constitute an acquisition of control of the Bank or Corporation for the purposes of the Savings & Loan Holding Company Act or the Change in Bank Control Act and the regulations thereunder; (iii) during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or the Corporation cease, for any reason, to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two- thirds (2/3) of the directors then in office who were directors in office at the beginning of the period; (iv) the Corporation shall have merged into or consolidated with another corporation, or merged another corporation into the Corporation, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by 7 shares held by former shareholders of the Corporation prior to such merger or consolidation; or (v) the Corporation shall have sold to another person (i) substantially all of the Corporation's assets or (ii) the Bank. The term "person" refers to an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity. 9. WITHHOLDING OF TAXES The Bank or Corporation may withhold from any benefits payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, governmental regulation or ruling. 10. PAYMENT OF LEGAL AND/OR ACCOUNTING FEES Reasonable legal and/or accounting fees and expenses paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to the Agreement shall be paid or reimbursed by the Corporation in accordance with the following: (a) If the Executive, the Bank or the Corporation initiates a proceeding and the Executive prevails, all reasonable legal and/or accounting fees and expenses shall be paid by the Corporation. (b) If the Executive initiates a proceeding and does not prevail on his claim, then the Corporation shall reimburse the Executive for all legal and/or accounting fees and expenses but not to exceed the sum of $25,000. 11. SUCCESSOR ORGANIZATION The obligations of the Corporation and the Bank as set forth herein shall continue to be the obligation of any successor organization, any organization which purchases substantially all of the liabilities of the Corporation or the Bank, as well as any organization which assumes substantially all of the liabilities of the Corporation or the Bank whether by merger, consolidation, or other form of business 8 combination. This Agreement is personal to the Executive and the Executive may not delegate his duties hereunder. 12. NOTICES All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to the Corporation, to: PVF Capital Corp. Corporate Center 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Vice President and Secretary (b) If to the Bank, to: Park View Federal Savings Bank Corporate Center 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Corporate Secretary (c) If to the Executive, to: C. Keith Swaney [RESIDENCE ADDRESS NOT SHOWN] and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice. 13. AMENDMENTS No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided. 9 14. PARAGRAPH HEADINGS The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. 15. SEVERABILITY The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions here. 16. GOVERNING LAW This Agreement shall, except to the extend that federal law (including any law, rule, or regulations of the OTS or the FDIC) shall be deemed to apply, be governed by and construed and enforced in accordance with the laws of Ohio. 17. ARBITRATION Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. 18. SAFETY AND SOUNDNESS LIMITATIONS Notwithstanding any other provision of this Agreement, no severance benefits under Paragraph 8 shall be paid or payable in respect of any year in which the Bank (i) fails to meet any applicable capital requirements imposed by Part 567 of the OTS regulations (or successor regulations) after giving effect to the payment of severance benefits hereunder, (ii) receives or maintains a safety and soundness CAMEL rating of 4 or 5 from the OTS, or (iii) is subject to a proceeding to terminate deposit insurance. Severance benefits can be paid under clause (i) above to the extent that such payment would not cause the Bank to fail to meet any applicable capital requirements imposed by part 10 567 of the OTS regulations. In addition, no severance benefits under Paragraph 8 shall be paid or payable if the Executive has committed any fraudulent act or omission or other fiduciary breach that had or is likely to have a material adverse affect on the bank or the Corporation. 19. ENTIRE AGREEMENT This Agreement supersedes the July 1, 1998 Severance Agreement by and among the Corporation, the Bank and the Executive. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first herein above written. WITNESSES: PVF CAPITAL CORP. /s/ Adeline Novak By: /s/ James W. Male - -------------------------- ------------------------------------------- James W. Male /s/ Terri Ann Grodell Its: Chairman of the Board - -------------------------- PARK VIEW FEDERAL SAVING BANK By: /s/ Stuart D. Neidus ------------------------------------------- Stuart D. Neidus Its: Chairman of the Compensation Committee EXECUTIVE /s/ C. Keith Swaney ------------------------------------------------ C. Keith Swaney 11 County of Cuyahoga ) ) ss: State of Ohio ) Before me this 8th day of December, 1999, personally appeared the above named James W. Male, Stuart D. Neidus and C. Keith Swaney, who acknowledged that they did sign the foregoing instrument and that the same was their free act and deed. /s/ Theresa Grodell -------------------------------- (Notary Seal) Notary Public THERESA GRODELL, Notary Public State of Ohio My Commission Expires Jan. 26, 2004 12 [PARK VIEW FEDERAL SAVINGS BANK LETTERHEAD] January 29, 2001 Mr. C. Keith Swaney Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 RE: Amendment to Severance Agreement Dear Keith: The purpose of this letter is to memorialize in writing certain changes to your Severance Agreement dated the 26th day of October, 1999 (the "Agreement"), which changes, we, PVF Capital Corp. (the "Corporation") and Park View Federal Savings Bank (the "Bank"), have agreed to. In accordance with the terms of the Agreement, particularly Section 13 ("Amendments") thereof, please signify your consent to these changes by executing this letter and returning it to the Bank. The changes we have agreed to are as follows: 1. Section 3 ("Termination for Cause") of the Agreement shall be revised by deleting the second sentence in its entirety ("As used herein, "for cause" shall mean....") and inserting the following: For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 2. Section 12 ("Notices") of the Agreement shall be revised by deleting the Corporation and Bank addresses listed in subsection (a) and (b), respectively, and inserting the following: (a) If to the Corporation, to: PVF Capital Corp. Corporate Center 30000 Aurora Road Solon, OH 44139 Amendment to Severance Agreement January 29, 2001 Pg 2 (b) If to the Bank, to: Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 Please signify your acceptance of and agreement to the foregoing changes by executing this letter in the space provided and returning it to the Bank. The changes will become effective upon receipt by the Bank of this letter executed by you. PVF CAPITAL CORP. By: /s/ John R. Male -------------------------------------- John R. Male Its: Chairman of the Board PARK VIEW FEDERAL SAVINGS BANK By: /s/ Stanley T. Jaros -------------------------------------- Stanley T. Jaros Its: Chairman of the Compensation Committee Accepted and agreed to this 30th day of January, 2001, by the undersigned Executive. EXECUTIVE /s/ C. Keith Swaney -------------------------------------- C. Keith Swaney 2 SEVERANCE AGREEMENT AMENDMENT WHEREAS, PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank"), and C. Keith Swaney (the "Executive") previously entered into a Severance Agreement, originally effective as of October 26, 1999 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to update the benefits provided to the Executive and to provide the Executive with certain tax indemnification in the event of a change in control of the Corporation and the Bank; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties. NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: FIRST CHANGE Section 6(a) of the Agreement shall be deleted in its entirety and replaced with the following: (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to three (3) times the Executive's annual compensation. For purposes of this paragraph, "annual compensation" shall be defined as the Executive's then current base salary plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced for the time value of money or discounted to present value. SECOND CHANGE The following shall be added as Section 20 of the Agreement: 20. TAX INDEMNIFICATION (a) For purposes of this Agreement, "Covered Benefits" shall mean any payment or benefit paid or provided to the Executive by the Bank, the Corporation or any affiliate or successor in interest (whether pursuant to this Agreement or otherwise) that, in the opinion of Tax Counsel (as defined below), might reasonably be expected to be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that the Executive shall receive Covered Benefits, the Corporation shall pay to the Executive an additional amount (the "Gross-Up Payment"), so that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of the Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code). (b) For purposes of this Section 20, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of the Executive's termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, all determinations required to be made under this Section 20 shall be made by Tax Counsel, which determinations shall be conclusive and binding on the Executive, the Bank and the Corporation, absent manifest error. (c) The Corporation shall indemnify and hold the Executive harmless from losses, costs and expenses which the Executive incurs as a result of any administrative or judicial review of the Executive's liability under Section 4999 of the Code by the Internal Revenue Service or any comparable state agency, through and including a final judicial determination or final administrative settlement of any dispute arising out of the Executive's liability for the Excise Tax or otherwise relating to the classification for purposes of Section 280G of the Code of any of the Covered Benefits or other payment or benefit in the nature of compensation made or provided to the Executive by the Corporation. The Executive shall promptly notify the Corporation in writing whenever the Executive receives notice of the commencement of any judicial or administrative proceeding in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Agreement or otherwise is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of the Executive's liability under Section 4999). The Corporation may assume control at its expense over all legal and accounting matters pertaining to such federal or state tax treatment of the Covered Benefits or any payment or benefit in the nature of compensation made or provided to the Executive by 2 the Corporation, and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. In the event that the Corporation elects not to assume control over such matters, the Corporation shall promptly reimburse the Executive for all expenses related thereto as and when incurred, upon presentation of appropriate documentation relating to such expenses. The parties hereby ratify the above changes and certify that, in all other respects, the existing terms and provisions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Bank and the Corporation have caused this Amendment to the Agreement to be executed by their duly authorized officers, and the Executive has signed this Amendment, on the 30th day of April, 2007. ATTEST: PVF CAPITAL CORP. /s/ Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors ATTEST: PARK VIEW FEDERAL SAVINGS BANK /s/ Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors WITNESS: EXECUTIVE /s/ Carol S. Porter /s/ C. Keith Swaney - ---------------------------- -------------------------------------------- C. Keith Swaney 3 THIRD AMENDMENT TO SEVERANCE AGREEMENT This Third Amendment to Severance Agreement (this "Third Amendment") is made to be effective as of July 24, 2007, by and among PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank") and C. Keith Swaney (the "Executive"). WHEREAS, Executive, the Corporation and the Bank are parties to a Severance Agreement dated October 26, 1999, as subsequently amended on January 29, 2001 and April 30, 2007 (as amended, the "Agreement"); WHEREAS, the parties desire to amend the Agreement to include a non-compete provision; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Corporation, Bank and Executive agree as follows: 1. The following shall be added as Section 21 of the Agreement: 21. COVENANT NOT TO COMPETE Commencing on the date of the Executive's termination of employment (a) by the Corporation, Bank or any successor organization for cause or in connection with a Change in Control, or (b) by the Executive for any reason, and ending on the third anniversary thereof, the Executive agrees that he shall not, directly or indirectly, either as principal, agent, owner, shareholder, officer, director, partner, lender, investor, independent contractor, consultant or in any other capacity, engage in, have a financial interest in (except the ownership by Executive of less than 1% of the outstanding equity securities of any publicly held corporation) or be in any way connected or affiliated with, or render advice or services to any natural person, organization or entity of any type that engages in any activity that would compete in any way with the Corporation, the Bank or any successor organization in Ohio, Pennsylvania, Indiana, Michigan, West Virginia or Kentucky. This Section 21 shall survive the termination of this Agreement and the obligations and rights hereunder shall inure to the benefit of any successor organization. 2. Except as expressly amended hereby, the Agreement, as amended by this Third Amendment, shall remain in full force and effect. 3. This Third Amendment may be executed in any number of counterparts, and each of such counterparts, when so executed, shall be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment, to be effective as of the day and year first above written. CORPORATION: PVF CAPITAL CORP. By: /s/ John R. Male ---------------------------------- Its Chairman of the Board and Chief Executive Officer ------------------------------ PARK VIEW FEDERAL SAVINGS BANK By: /s/ John R. Male ---------------------------------- Its Chairman of the Board and Chief Executive Officer ------------------------------ EXECUTIVE: /s/ C. Keith Swaney -------------------------------------- C. Keith Swaney -2- FOURTH AMENDMENT TO SEVERANCE AGREEMENT This Fourth Amendment to Severance Agreement is made to be effective as of May 6, 2008, by and among PVF Capital Corp., Park View Federal Savings Bank and C. Keith Swaney. WHEREAS, the Boards of Directors of PVF Capital Corp. (the "Company") and Park View Federal Savings Bank (the "Bank") maintain a severance agreement with C. Keith Swaney; and WHEREAS, the Boards of Directors amended Mr. Swaney's severance agreement on July 24, 2007 in connection with the execution of the merger agreement by and between United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, the Company and the Bank (the "Merger Agreement"); and WHEREAS, as a result of the termination of the Merger Agreement effective April 1, 2008, the Boards of Directors of the Company and the Bank resolved to rescind the July 24, 2007 amendment to Mr. Swaney's severance agreement by the unanimous written consent of the respective boards of directors. NOW THEREFORE, Mr. Swaney's severance agreement is hereby amended effective May 6, 2008, as follows: Section 21 of Mr. Swaney's severance agreement is deleted in its entirety. IN WITNESS WHEREOF, the Bank and the Company have caused this amendment to Mr. Swaney's severance agreement to be executed by its duly authorized officers, and Mr. Swaney has signed this amendment, on the 6th day of May, 2008. ATTEST: PVF CAPITAL CORP. /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: PARK VIEW FEDERAL SAVINGS BANK /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: /s/ Carol S. Porter /s/ C. Keith Swaney - ------------------------------------- ---------------------------------------- SEVERANCE AGREEMENT This AGREEMENT is made and entered into this 26th day of October, 1999, by and among PVF Capital Corp. (the "Corporation"), a corporation organized under the laws of the State of Ohio, Park View Federal Savings Bank (the "Bank"), an OTS-chartered, FDIC-insured savings association with its main office located in Cleveland, Ohio and Jeffrey N. Male (the "Executive"). Any reference to the "Board of Directors" herein shall mean the Board of Directors of the Corporation or the Bank or a committee serving at the pleasure of the Board of Directors of the Bank. Any reference to "FDIC" herein shall mean the Federal Deposit Insurance Corporation. Any reference to "OTS" shall mean the Office of Thrift Supervision. WHEREAS, the Executive serves as an employee of the Bank; WHEREAS, the Corporation, the Bank and the Executive are parties to a Severance Agreement dated July 1, 1998; and WHEREAS, the parties hereto desire that this Agreement supersede and replace in its entirety the July 1, 1998 Severance Agreement; NOW THEREFORE, in consideration of the performance of the responsibilities of the Executive and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. NO EMPLOYMENT CONTRACT The parties hereto acknowledge and agree that this Agreement is not a management or employment agreement and that nothing in this Agreement shall give the Executive any rights or impose any obligations to continued employment by the Bank or Corporation or any subsidiary or successor of the Bank or Corporation, nor shall it give the Bank or Corporation any rights or impose any obligations for the continued performance of duties by the Executive for the Bank or Corporation or any subsidiary or successor of the Bank or Corporation. 2. TERM OF AGREEMENT The initial term of this Agreement shall be for a period of three (3) years commencing November 1st, 1999 (hereafter referred to as the "Anniversary Date"). Commencing on the first Anniversary Date of this Agreement, and continuing at each Anniversary Date thereafter, the Agreement shall automatically renew for one (1) additional year beyond the then effective expiration date only upon a determination and resolution of the Board of Directors that the performance of the Executive has met the requirements and standards of the Board and that such term shall be extended. If the Board of Directors determines not to extend the term, it shall promptly so notify the Executive, with such election by the Board not to extend the term not to otherwise affect the then effective term of this Agreement. Reference herein to the term of this Agreement shall refer both to such initial term and such extended terms. Unless sooner terminated as set forth herein, this contract shall terminate when the Executive reaches age sixty-five (65). 3. TERMINATION FOR CAUSE If the Corporation or Bank terminates the Executive's employment for cause (as defined below), all of the Bank's and Corporation's obligations hereunder shall immediately terminate as of the termination date. For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 4. VOLUNTARY TERMINATION OF AGREEMENT 2 This Agreement may be terminated by the Executive at any time upon ninety (90) days' written notice to either the Bank or the Corporation or upon such shorter period as may be agreed upon between the Executive and the Board of Directors. 5. GOVERNMENTAL TERMINATION OF AGREEMENT (a) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank's or the Corporation's affairs by an order issued under Section 8(e) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e), all obligations of the Bank and the Corporation under this Agreement shall terminate, as of the effective date of the order. (b) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate. (c) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, by the Director of the OTS or his or her designee at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, or by the Director of the OTS or his or her designee at the time the Director of the OTS or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (d) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Corporation's and the Bank's obligations under subparagraphs 6(a), 3 (b) and (c) of this Agreement shall be suspended as the date of service, unless stayed by appropriate proceedings. (e) If the charges in the notice referenced in subparagraph 5(d) are dismissed, the Board of Directors may in its discretion: (i) pay the Executive all or part of the severance benefits while the Corporation's and the Bank's contract obligations were suspended, and (ii) reinstate (in whole or in part) any of the Corporation's and the Bank's obligations which were suspended as required in subparagraph (d) above. 6. SEVERANCE PAYMENTS OR TERMINATION BENEFITS For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment 4 shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy 5 or arrangement of the Bank or Corporation. Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer. 7. GOOD REASON For purposes of this Agreement, "Good Reason" means the occurrence of any of the events or conditions described in subparagraphs (a) through (f) hereof without the Executive's express written consent; provided the Executive's right to terminate his employment pursuant to this Paragraph 7 shall not be affected by his incapacity due to physical or mental illness. (a) A change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Executive from or failure to reappoint him to any of such positions, except in connection with the termination of his employment for (i) Cause, (ii) pursuant to Paragraphs 4 or 5, (iii) by the Executive other than for Good Reason; (b) A material reduction by the Bank or the Corporation in the Executive's base salary; (c) The relocation of Executive's principal place of employment to a location that is more than thirty-five (35) miles from the location where Executive was principally employed immediately prior to such relocation or the Bank's or the Corporation's requiring the Executive to be based at any place other than the location where the Executive was based immediately prior to such change, except for reasonably required travel (as determined by the Board of Directors) on the Bank's or the Corporation's business; (d) The failure by the Bank or the Corporation to continue to provide the Executive with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Bank or the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by him; (e) Death prior to retirement. If the Executive dies while actively employed by the Bank or Corporation prior to retirement; or (f) Disability prior to retirement. If the Executive becomes totally disabled while actively employed by the Bank or Corporation prior to retirement. For purposes of this agreement, the term "totally disabled" means that because of injury or sickness, the Executive is unable to perform his duties. 6 8. CHANGE IN CONTROL (a) If there is a Change in Control of the Bank or Corporation during the term of this Agreement, the Executive shall be entitled to severance payments and/or termination benefits as described in Paragraph 6 if the Executive's employment with the Bank or the Corporation is involuntarily terminated in connection with or within one (1) year after the Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5. This payment shall also be made in the case of the Executive's voluntary termination of employment for Good Reason (as defined in Paragraph 7) in connection with or within one (1) year after a Change in Control of the Bank or Corporation. Such voluntary termination of employment for Good Reason in connection with or within one (1) year after a Change in Control of the Bank or Corporation shall not constitute a termination for Cause or a voluntary termination subject to Paragraph 4 of this Agreement. (b) For purposes of this Agreement, "Change in Control of the Bank or Corporation" means: (i) The acquisition by a person or persons acting in concert of the power to vote twenty-five percent (25%) or more of a class of the Corporation's voting securities; (ii) the acquisition by a person of the power to direct the Bank's or Corporation's management or policies, if the Board of Directors or the OTS has made a determination that such acquisition constitutes or will constitute an acquisition of control of the Bank or Corporation for the purposes of the Savings & Loan Holding Company Act or the Change in Bank Control Act and the regulations thereunder; (iii) during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or the Corporation cease, for any reason, to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two- thirds (2/3) of the directors then in office who were directors in office at the beginning of the period; (iv) the Corporation shall have merged into or consolidated with another corporation, or merged another corporation into the Corporation, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by 7 shares held by former shareholders of the Corporation prior to such merger or consolidation; or (v) the Corporation shall have sold to another person (i) substantially all of the Corporation's assets or (ii) the Bank. The term "person" refers to an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity. 9. WITHHOLDING OF TAXES The Bank or Corporation may withhold from any benefits payable under this Agreement all Federal, state, city or other taxes as may be required pursuant to any law, governmental regulation or ruling. 10. PAYMENT OF LEGAL AND/OR ACCOUNTING FEES Reasonable legal and/or accounting fees and expenses paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to the Agreement shall be paid or reimbursed by the Corporation in accordance with the following: (a) If the Executive, the Bank or the Corporation initiates a proceeding and the Executive prevails, all reasonable legal and/or accounting fees and expenses shall be paid by the Corporation. (b) If the Executive initiates a proceeding and does not prevail on his claim, then the Corporation shall reimburse the Executive for all legal and/or accounting fees and expenses but not to exceed the sum of $25,000. 11. SUCCESSOR ORGANIZATION The obligations of the Corporation and the Bank as set forth herein shall continue to be the obligation of any successor organization, any organization which purchases substantially all of the liabilities of the Corporation or the Bank, as well as any organization which assumes substantially all of the liabilities of the Corporation or the Bank whether by merger, consolidation, or other form of business 8 combination. This Agreement is personal to the Executive and the Executive may not delegate his duties hereunder. 12. NOTICES All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to the Corporation, to: PVF Capital Corp. 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Vice President and Secretary (b) If to the Bank, to: Park View Federal Savings Bank 2618 North Moreland Boulevard Cleveland, Ohio 44120 Attn: Corporate Secretary (c) If to the Executive, to: Jeffrey N. Male [RESIDENCE ADDRESS NOT SHOWN] and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice. 13. AMENDMENTS No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided. 9 14. PARAGRAPH HEADINGS The paragraph headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. 15. SEVERABILITY The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions here. 16. GOVERNING LAW This Agreement shall, except to the extend that federal law (including any law, rule, or regulations of the OTS or the FDIC) shall be deemed to apply, be governed by and construed and enforced in accordance with the laws of Ohio. 17. ARBITRATION Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. 18. SAFETY AND SOUNDNESS LIMITATIONS Notwithstanding any other provision of this Agreement, no severance benefits under Paragraph 8 shall be paid or payable in respect of any year in which the Bank (i) fails to meet any applicable capital requirements imposed by Part 567 of the OTS regulations (or successor regulations) after giving effect to the payment of severance benefits hereunder, (ii) receives or maintains a safety and soundness CAMEL rating of 4 or 5 from the OTS, or (iii) is subject to a proceeding to terminate deposit insurance. Severance benefits can be paid under clause (i) above to the extent that such payment would not cause the Bank to fail to meet any applicable capital requirements imposed by part 10 567 of the OTS regulations. In addition, no severance benefits under Paragraph 8 shall be paid or payable if the Executive has committed any fraudulent act or omission or other fiduciary breach that had or is likely to have a material adverse affect on the bank or the Corporation. 19. ENTIRE AGREEMENT This Agreement supersedes the July 1, 1998 Severance Agreement by and among the Corporation, the Bank and the Executive. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first herein above written. WITNESSES: PVF CAPITAL CORP. /S/ Adeline Novak By: /s/ James W. Male - -------------------------- ---------------------------- /s/ Terri Ann Grodell James W. Male - -------------------------- Its: Chairman of the Board PARK VIEW FEDERAL SAVING BANK By: /s/ Stuart D. Neidus ------------------------------ Stuart D. Neidus Its: Chairman of the Compensation Committee EXECUTIVE /s/ James W. Male ---------------------------- James W. Male 11 County of Cuyahoga ) ) ss: State of Ohio ) Before me this 6th day of December, 1999, personally appeared the above named James W. Male, Stuart D. Neidus and Jeffrey N. Male, who acknowledged that they did sign the foregoing instrument and that the same was their free act and deed. /s/ Theresa Grodell -------------------------------- (Notary Seal) Notary Public My Commission Expires: THERESA GRODELL, Notary Public State of Ohio My Commission Expires Jan. 26, 2004 12 [PARK VIEW FEDERAL SAVINGS BANK LETTERHEAD] January 29, 2001 Mr. Jeffrey N.. Male Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 RE: Amendment to Severance Agreement Dear Jeffrey, The purpose of this letter is to memorialize in writing certain changes to your Severance Agreement dated the 26th day of October, 1999 (the "Agreement"), which changes, we, PVF Capital Corp. (the "Corporation") and Park View Federal Savings Bank (the "Bank"), have agreed to. In accordance with the terms of the Agreement, particularly Section 13 ("Amendments") thereof, please signify your consent to these changes by executing this letter and returning it to the Bank. The changes we have agreed to are as follows: 1. Section 3 ("Termination for Cause") of the Agreement shall be revised by deleting the second sentence in its entirety ("As used herein, "for cause" shall mean....") and inserting the following: For purposes of this Agreement, termination "for cause" shall mean only the following events: (i) personal dishonesty; (ii) incompetence; (iii) material breach of any provision of this Agreement; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) a material breach of the reasonable policies and procedures for the operation of the Bank provided to the Executive by formal action of the Bank's Board of Directors; (vii) willful violation of any law, rule, regulation (other than a law, rule or regulation relating to a traffic violation or similar offense) or final cease-and-desist order; or (viii) willful misconduct. 2. Section 12 ("Notices") of the Agreement shall be revised by deleting the Corporation and Bank addresses listed in subsection (a) and (b), respectively, and inserting the following: (a) If to the Corporation, to: PVF Capital Corp. Corporate Center 30000 Aurora Road Solon, OH 44139 Amendment to Severance Agreement January 29, 2001 Pg 2 (b) If to the Bank, to: Park View Federal Savings Bank Corporate Center 30000 Aurora Road Solon, OH 44139 Please signify your acceptance of and agreement to the foregoing changes by executing this letter in the space provided and returning it to the Bank. The changes will become effective upon receipt by the Bank of this letter executed by you. PVF CAPITAL CORP. By: /s/ John R. Male -------------------------------------- John R. Male Its: Chairman of the Board PARK VIEW FEDERAL SAVINGS BANK By: /s/ Stanley T. Jaros -------------------------------------- Stanley T. Jaros Its: Chairman of the Compensation Committee Accepted and agreed to this 29th day of January, 2001, by the undersigned Executive. EXECUTIVE /s/ Jeffrey N. Male -------------------------------------- Jeffrey N. Male 2 SEVERANCE AGREEMENT AMENDMENT WHEREAS, PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank"), and Jeffrey N. Male (the "Executive") previously entered into a Severance Agreement, originally effective as of October 26, 1999 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to update the benefits provided to the Executive and to provide the Executive with certain tax indemnification in the event of a change in control of the Corporation and the Bank; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties. NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: FIRST CHANGE Section 6(a) of the Agreement shall be deleted in its entirety and replaced with the following: (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to three (3) times the Executive's annual compensation. For purposes of this paragraph, "annual compensation" shall be defined as the Executive's then current base salary plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced for the time value of money or discounted to present value. SECOND CHANGE The following shall be added as Section 20 of the Agreement: 20. TAX INDEMNIFICATION (a) For purposes of this Agreement, "Covered Benefits" shall mean any payment or benefit paid or provided to the Executive by the Bank, the Corporation or any affiliate or successor in interest (whether pursuant to this Agreement or otherwise) that, in the opinion of Tax Counsel (as defined below), might reasonably be expected to be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that the Executive shall receive Covered Benefits, the Corporation shall pay to the Executive an additional amount (the "Gross-Up Payment"), so that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of the Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code). (b) For purposes of this Section 20, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of the Executive's termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, all determinations required to be made under this Section 20 shall be made by Tax Counsel, which determinations shall be conclusive and binding on the Executive, the Bank and the Corporation, absent manifest error. (c) The Corporation shall indemnify and hold the Executive harmless from losses, costs and expenses which the Executive incurs as a result of any administrative or judicial review of the Executive's liability under Section 4999 of the Code by the Internal Revenue Service or any comparable state agency, through and including a final judicial determination or final administrative settlement of any dispute arising out of the Executive's liability for the Excise Tax or otherwise relating to the classification for purposes of Section 280G of the Code of any of the Covered Benefits or other payment or benefit in the nature of compensation made or provided to the Executive by the Corporation. The Executive shall promptly notify the Corporation in writing whenever the Executive receives notice of the commencement of any judicial or administrative proceeding in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Agreement or otherwise is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of the Executive's liability under Section 4999). The Corporation may assume control at its expense over all legal and accounting matters pertaining to such federal or state tax treatment of the Covered Benefits or any payment or benefit in the nature of compensation made or provided to the Executive by 2 the Corporation, and the Executive shall cooperate fully with the Corporation in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Corporation may have in connection therewith without the prior consent of the Corporation. In the event that the Corporation elects not to assume control over such matters, the Corporation shall promptly reimburse the Executive for all expenses related thereto as and when incurred, upon presentation of appropriate documentation relating to such expenses. The parties hereby ratify the above changes and certify that, in all other respects, the existing terms and provisions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Bank and the Corporation have caused this Amendment to the Agreement to be executed by their duly authorized officers, and the Executive has signed this Amendment, on the 30th day of April, 2007. ATTEST: PVF CAPITAL CORP. /s/ Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors ATTEST: PARK VIEW FEDERAL SAVINGS BANK /s/ Terri Ann Grodell By: /s/ Gerald A. Fallon - ---------------------------- ----------------------------------------- For the Board of Directors WITNESS: EXECUTIVE /s/ Carol S. Porter /s/ Jeffrey N. Male - ---------------------------- -------------------------------------------- Jeffrey N. Male 3 THIRD AMENDMENT TO SEVERANCE AGREEMENT This Third Amendment to Severance Agreement (this "Third Amendment") is made to be effective as of July 24, 2007, by and among PVF Capital Corp. (the "Corporation"), Park View Federal Savings Bank (the "Bank") and Jeffrey Male (the "Executive"). WHEREAS, Executive, the Corporation and the Bank are parties to a Severance Agreement dated October 26, 1999, as subsequently amended on January 29, 2001 and April 30, 2007 (as amended, the "Agreement"); WHEREAS, the parties desire to amend the Agreement to include a non-compete provision; and WHEREAS, Section 13 of the Agreement provides for its amendment by means of a written instrument signed by the parties; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Corporation, Bank and Executive agree as follows: 1. The following shall be added as Section 21 of the Agreement: 21. COVENANT NOT TO COMPETE Commencing on the date of the Executive's termination of employment (a) by the Corporation, Bank or any successor organization for cause or in connection with a Change in Control, or (b) by the Executive for any reason, and ending on the third anniversary thereof, the Executive agrees that he shall not, directly or indirectly, either as principal, agent, owner, shareholder, officer, director, partner, lender, investor, independent contractor, consultant or in any other capacity, engage in, have a financial interest in (except the ownership by Executive of less than 1% of the outstanding equity securities of any publicly held corporation) or be in any way connected or affiliated with, or render advice or services to any natural person, organization or entity of any type that engages in any activity that would compete in any way with the Corporation, the Bank or any successor organization in Ohio, Pennsylvania, Indiana, Michigan, West Virginia or Kentucky. This Section 21 shall survive the termination of this Agreement and the obligations and rights hereunder shall inure to the benefit of any successor organization. 2. Except as expressly amended hereby, the Agreement, as amended by this Third Amendment, shall remain in full force and effect. 3. This Third Amendment may be executed in any number of counterparts, and each of such counterparts, when so executed, shall be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment, to be effective as of the day and year first above written. CORPORATION: PVF CAPITAL CORP. By: /s/ John R. Male ---------------------------------- Its Chairman of the Board and Chief Executive Officer ------------------------------ PARK VIEW FEDERAL SAVINGS BANK By: /s/ John R. Male ---------------------------------- Its Chairman of the Board and Chief Executive Officer ------------------------------ EXECUTIVE: /s/ Jeffrey N. Male -------------------------------------- Jeffrey N. Male FOURTH AMENDMENT TO SEVERANCE AGREEMENT This Fourth Amendment to Severance Agreement is made to be effective as of May 6, 2008, by and among PVF Capital Corp., Park View Federal Savings Bank and Jeffrey N. Male. WHEREAS, the Boards of Directors of PVF Capital Corp. (the "Company") and Park View Federal Savings Bank (the "Bank") maintain a severance agreement with Jeffrey N. Male; and WHEREAS, the Boards of Directors amended Mr. Male's severance agreement on July 24, 2007 in connection with the execution of the merger agreement by and between United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, the Company and the Bank (the "Merger Agreement"); and WHEREAS, as a result of the termination of the Merger Agreement effective April 1, 2008, the Boards of Directors of the Company and the Bank resolved to rescind the July 24, 2007 amendment to Mr. Male's severance agreement by the unanimous written consent of the respective boards of directors. NOW THEREFORE, Mr. Male's severance agreement is hereby amended effective May 6, 2008, as follows: Section 21 of Mr. Male's severance agreement is deleted in its entirety. IN WITNESS WHEREOF, the Bank and the Company have caused this amendment to Mr. Male's severance agreement to be executed by its duly authorized officers, and Mr. Male has signed this amendment, on the 6th day of May, 2008. ATTEST: PVF CAPITAL CORP. /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: PARK VIEW FEDERAL SAVINGS BANK /s/ Kathleen L. Belin /s/ Gerald A. Fallon - ------------------------------------- ---------------------------------------- On behalf of the Board of Directors WITNESS: /s/ Carol S. Porter /s/ Jeffrey N. Male - ------------------------------------- ---------------------------------------- EX-31.1 3 l31590aexv31w1.htm EX-31.1 exv31w1
EXHIBIT 31.1
Certification
I, John R. Male, Chairman of the Board and 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: May 9, 2008
         
     
  /s/ John R. Male    
  John R. Male   
  Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) 
 

 

EX-31.2 4 l31590aexv31w2.htm EX-31.2 exv31w2
EXHIBIT 31.2
Certification
I, C. Keith Swaney, President, Chief Operating Officer and 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: May 9, 2008
         
     
  /s/ C. Keith Swaney    
  C. Keith Swaney   
  President, Chief Operating Officer and Treasurer
(Principal Financial Officer) 
 

 

EX-32 5 l31590aexv32.htm EX-32 exv32
         
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 March 31, 2008 (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/ John R. Male    
    Name:   John R. Male   
    Title:   Chairman of the Board and
Chief Executive Officer 
 
 
     
  By:   /s/ C. Keith Swaney    
    Name:   C. Keith Swaney   
    Title:   President, Chief Operating Officer
and Treasurer 
 
 
Date: May 9, 2008

 

-----END PRIVACY-ENHANCED MESSAGE-----