10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

(Amendment No. 1)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 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 definition 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 February 6, 2009)

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q/A for the quarter ended December 31, 2008 of PVF Capital Corp. (the “Company”) is being filed to include as an exhibit the Letter Agreement among the Company, ParkView Federal Savings Bank and John R. Male, dated January 29, 2009.

Part II. Other Information

Item 6. (a) Exhibits

          The following exhibits are filed herewith:

10.1	Amended and Restated Severance Agreement among PVF Capital Corp., Park View Federal Savings Bank and John R. Male * (1)
10.2	Amended and Restated Severance Agreement among PVF Capital Corp., Park View Federal Savings Bank and Jeffrey N. Male * (1)
10.3	Amended and Restated Severance Agreement among PVF Capital Corp., Park View Federal Savings Bank and Edward B. Debevec * (1)
10.4	Letter Agreement among PVF Capital Corp., ParkView Federal Savings Bank and John R. Male, dated January 29, 2009*
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

*	Management contract or compensatory plan, contract or arrangement.
(1)	Previously filed

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: February 23, 2009	/s/ Edward B. Debevec
	Edward B. Debevec
	Treasurer (Only authorized officer and Principal Financial Officer)

EX-10.4

EXHIBIT 10.4

January 29, 2009

Mr. John R. Male
PVF Capital Corp.
30000 Aurora Road
Solon, Ohio 44139

     Re: Change in Director and Officer Responsibilities

Dear Jack:

The purpose of this letter is to memorialize in writing certain changes in your director and employment responsibilities with PVF Capital Corp. (the “Company”) and Park View Federal Savings Bank (the “Bank”).

The changes we have agreed to are as follows:

1. You hereby resign as Chairman of the Board of Directors of the Company and the Bank, effective immediately. This does not affect your continued service as a director of the Company and the Bank. Subject to the Company’s and the Bank’s customary governance policies and procedures and unless prohibited by any law or regulation applicable to the Company or the Bank, the Board of Directors will recommend your election to the Board in connection with the 2010 annual meeting of stockholders.

2. You hereby resign as Chief Executive Officer of the Company and the Bank, and you resign from all other officer positions you hold with any affiliate or subsidiary of the Company and the Bank, effective upon the earlier to occur of: (i) March 31, 2009 or (ii) the date on which the Boards of Directors of the Company and the Bank appoint a successor Chief Executive Officer of the Company and the Bank.

3. Upon the effectiveness of your resignation as Chief Executive Officer of the Company and the Bank, the Company will cause you to be appointed President of the Company’s wholly owned subsidiary, PVF Service Corporation (the “Service Corporation”).

4. As President of the Service Corporation, you will be provided with an office located at a mutually agreeable location and will be responsible for the resolution of real estate owned and other Bank work-out projects as assigned to you by the Board of Directors.

Mr. John R. Male
January 29, 2009
Page 2

5. Except as otherwise set forth herein, your compensation and benefits package as President of the Service Corporation will include:

(i)	base salary of $226,000;
(ii)	continued health care, life, disability, vacation and other benefits , including continued participation in long term incentive awards and qualified and nonqualified deferred compensation and retirement plans, under the same terms and conditions you received as Chief Executive Officer of the Company and the Bank; and
(iii)	full reimbursement of reasonable business expenses.

6.	The Company and the Bank will cease further payment of dues for club memberships.
7.	The Bank will buy out the lease for the Bank-leased car you use and transfer title into your name, and the Bank will no longer reimburse you or otherwise pay for any motor vehicle costs.
8.	The Amended and Restated Severance Agreement dated December 30, 2008 by and among you, the Company and the Bank (the “Severance Agreement”), and the Park View Federal Savings Bank Supplemental Executive Retirement Plan between you and the Bank (the “SERP”) will continue in effect, except that you, the Company and the Bank will amend the Severance Agreement to provide that the Term of the Agreement shall be extended each year that you are employed until age 65 and to restate paragraph 6 (ii) in its entirety to read as follows:

(ii) Involuntary termination or voluntary termination for Good Reason, as defined in Section 7, and other than for Cause or pursuant to Sections 4 or 21 of this Agreement.

In addition, you, the Company and the Bank agree to amend Section 6.1 of the SERP and Section 3 of the Severance Agreement to provide a termination of your employment for Cause requires a vote of a majority of the Board following delivery of a written notice to you from the Board that sets forth with specificity the facts or circumstances alleged to constitute Cause, followed by a thirty-day period to cure any facts or circumstances constituting Cause, and an opportunity at the end of such period to appear before the Board with counsel to refute the allegation that Cause exists, to demonstrate the efficacy of the cure, or to address other matters relating to you employment status.

Mr. John R. Male
January 29, 2009
Page 3

9. Section 6 of the Severance Agreement will be amended to add a new Section 6(e) to read as follows:

     (e) Notwithstanding anything else set forth in this Section 6, upon the Executive’s termination as a result of one of the events specified in this Section 6, (i) the amount to be paid pursuant to Section 6(a) herein shall not be less than the amount that would have been payable under Section 6(a) herein had Executive elected to terminate employment for Good Reason on January 29, 2009, and (ii) the amount to be paid pursuant to Section 6(b) herein under the Park View Federal Savings Bank Supplemental Executive Retirement Plan, as amended and restated in February 2006 (the “SERP”), shall not be less than the amount that would be payable to Executive as of the Retirement Date if his employment terminated for Good Reason and he fully vested in the SERP as of January 29, 2009.

10. If it is determined that any payment to you under the Severance Agreement or the SERP is made in violation of Section 409A of the Internal Revenue Code, then the Company or the Bank shall pay you an additional amount that would be sufficient, after reduction for all income taxes (at the highest federal, state and local rates), employment taxes, and any applicable additional or excise taxes, to pay the amount of the additional tax imposed under Section 409A. Notwithstanding the foregoing, you agree to cooperate with the Company and the Bank to take such action as may be necessary to avoid liability for the additional tax under Section 409A in connection with the payment of any amount under the Severance Agreement and/or the SERP, including but not limited to, the delay of such payment for any period necessary to avoid a violation.

Mr. John R. Male
January 29, 2009
Page 4

In executing this letter you agree that you will not exercise a right to terminate your employment for “Good Reason” under the Severance Agreement on account of the changes to your authorities, duties, responsibilities or location of employment set forth in this letter. This does not preclude subsequent changes to your authorities, duties, responsibilities or location of employment from constituting Good Reason if such changes constitute Good Reason determined by reference to your status as modified by the changes described in this letter. Finally, the Company or the Bank shall reimburse you for all attorney fees and financial consultant fees that you incur in connection with your review and consideration of the terms set forth in this letter and the related amendment, reporting, tax and financial considerations.

	Sincerely, PVF CAPITAL CORP.
Date: January 29, 2009	By:	Stanley T. Jaros
		Chairman of the Compensation Committee

	PARK VIEW FEDERAL SAVINGS BANK
Date: January 29, 2009	By:	Stanley T. Jaros
		Chairman of the Compensation Committee

Accepted and agreed to this 29th day of January, 2009, by the undersigned.

/s/ John R. Male
John R. Male

EX-31.1

EXHIBIT 31.1
Certification

I, John R. Male, Chief Executive Officer of PVF Capital Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A 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: February 23, 2009

/s/ John R. Male  

John R. Male 

Chief Executive Officer
(Principal Executive Officer) 

EX-31.2

EXHIBIT 31.2
Certification

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

1.	I have reviewed this quarterly report on Form 10-Q/A 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: February 23, 2009

/s/ Edward B. Debevec  

Edward B. Debevec 

Treasurer
(Principal Financial Officer) 

EX-32

Exhibit 32

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

     The undersigned executive officers of the Registrant hereby certify that this Quarterly Report on Form 10-Q/A for the quarter ended December 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:	Chief Executive Officer
By:	/s/ Edward B. Debevec
	Name:	Edward B. Debevec
	Title:	Treasurer

Date: February 23, 2009