SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN CFBANK AND DAVID
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is entered into
and made effective as of December 16, 2004 between CFBank, a federally chartered savings association fka
Central Federal Bank fka Central Federal Savings and Loan Association of Wellsville (the "ASSOCIATION"),
and David C. Vernon, an Ohio resident (the "EXECUTIVE").
A. The Association and the Executive entered into an Employment Agreement as of February 28, 2003, which
agreement was amended as of May 10, 2004 (the Employment Agreement, as amended, the "AGREEMENT").
B. A cogent and realistic management succession plan is key to the continued stability and growth of the
C. The Executive has participated in and has been integral to the ongoing plan for management succession of the
D. The Corporate Governance and Nominating Committee of the Association's parent company, Central Federal
Corporation, a Delaware corporation (the "HOLDING COMPANY"), the Compensation and Management
Committee of the Holding Company, and the Executive recommended the finalization of a succession plan for
executive management of the Association.
E. The recommended succession plan calls for an executive other than the Executive to be Chief Executive
Officer of the Association.
F. Notwithstanding the recommended succession plan, the Board of Directors of the Association values the
services of the Executive and desires to have him continue to provide services to the Association.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, the
Association and the Executive agree as follows:
1. Section 1 of the Agreement is hereby deleted and the following is substituted therefore in its entirety:
(a) Effective February 1, 2005, and so long as Executive continues to serve, if elected, as a director of the
Association, Executive ag