UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2001
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from______________to___________________

Commission File Number: 0-024399

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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


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

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

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

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

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

Common shares, no par value per share
(Title of Class)

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

Indicate by check mark if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last reported sale on March 25, 2002 was $255.0 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)

As of March 25, 2002, there were 35,567,586 of the Registrant's Common Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part II of Form 10-K - Portions of 2001 Annual Report to Shareholders
Part III of Form 10-K - Portions of Proxy Statement for the 2002
Annual Meeting of Shareholders


                                                 TABLE OF CONTENTS


Item
Number                                                                                                         Page
------                                                                                                         ----
                                                       PART I

    1.       Description of Business
                    General---------------------------------------------------------------------------------------1
                    Discussion of Forward-Looking Statements------------------------------------------------------1
                    Lending Activities----------------------------------------------------------------------------2
                    Investment Activities-------------------------------------------------------------------------11
                    Sources of Funds------------------------------------------------------------------------------15
                    Competition-----------------------------------------------------------------------------------17
                    Employees-------------------------------------------------------------------------------------17
                    Regulation------------------------------------------------------------------------------------18
    2.       Description of Property------------------------------------------------------------------------------19
    3.       Legal Proceedings------------------------------------------------------------------------------------21
    4.       Submission of Matters to a Vote of Security Holders--------------------------------------------------21

                                                      PART II

    5.       Market for Registrant's Common Equity and Related Shareholder Matters--------------------------------22
    6.       Selected Financial Data------------------------------------------------------------------------------22
    7.       Management's Discussion and Analysis of Financial Condition and Results of Operations----------------22
    7A.      Quantitative and Qualitative Disclosures About Market Risk-------------------------------------------22
    8.       Financial Statements and Supplemental Data-----------------------------------------------------------22
    9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure-----------------22

                                                      PART III

   10.      Directors and Executive Officers of the Registrant----------------------------------------------------22
   11.      Executive Compensation--------------------------------------------------------------------------------22
   12.      Security Ownership of Certain Beneficial Owners and Management----------------------------------------22
   13.      Certain Relationships and Related Transactions--------------------------------------------------------23

                                                      PART IV

   14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K---------------------------------------23

Signatures--------------------------------------------------------------------------------------------------------24
Exhibit Index-----------------------------------------------------------------------------------------------------25


PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

United Community Financial Corp. (United Community) was incorporated in the State of Ohio in February 1998 for the purpose of owning all of the outstanding capital stock of The Home Savings and Loan Company of Youngstown, Ohio (Home Savings) issued upon the conversion of Home Savings from a mutual savings association to a permanent capital stock savings association (Conversion). The Conversion was completed on July 8, 1998. On August 12, 1999, Butler Wick Corp. (Butler Wick) became a wholly-owned subsidiary of United Community.

Home Savings was organized as a mutual savings association under Ohio law in 1889. Home Savings is subject to supervision and regulation by the Office of Thrift Supervision (OTS), the Ohio Department of Commerce, Division of Financial Institutions (Division) and the Federal Deposit Insurance Corporation (FDIC). Home Savings is a member of the Federal Home Loan Bank (FHLB) of Cincinnati and the deposits of Home Savings are insured up to applicable limits by the FDIC in the Savings Association Insurance Fund (SAIF).

As a savings and loan holding company, United Community is subject to regulation, supervision and examination by the OTS, the Division and the Securities and Exchange Commission (SEC). United Community's primary activity is holding the common stock of Home Savings and Butler Wick. Consequently, the following discussion focuses primarily on the business of Home Savings and Butler Wick.

Home Savings conducts business from its main office located in Youngstown, Ohio, 28 full-service branches, located in the Northern Ohio communities of Austintown, Boardman, Canfield, Columbiana, East Palestine, Howland, Liberty, Lisbon, Niles, Poland, Salem, Struthers, Youngstown, Ashland, Bellevue, Clyde, Findlay, Fremont, Lexington, Norwalk, Sandusky, Tiffin, and Willard and four loan production offices located in Canton, Cleveland, Mentor and Stow. The principal business of Home Savings is the origination of mortgage loans on one- to four-family residential real estate located in Home Savings' primary market area, which consists of Ashland, Columbiana, Erie, Hancock, Huron, Mahoning, Richland, Sandusky, Seneca and Trumbull Counties. Home Savings also originates loans secured by nonresidential real estate. In addition to real estate lending, Home Savings originates commercial loans and various types of consumer loans, including home equity loans, education loans, loans secured by savings accounts, motor vehicles, boats and recreational vehicles and unsecured loans. For liquidity and interest rate risk management purposes, Home Savings invests in various financial instruments discussed in the investment section. Funds for lending and other investment activities are obtained primarily from savings deposits, which are insured up to applicable limits by the FDIC, principal repayments of loans and maturities of securities.

Interest on loans and other investments is Home Savings' primary source of income. Home Savings' principal expense is interest paid on deposit accounts. Operating results are dependent to a significant degree on the net interest income of Home Savings, which is the difference between interest earned on loans and other investments and interest paid on deposits and borrowed funds. Like most thrift institutions, Home Savings' interest income and interest expense are significantly affected by general economic conditions and by the policies of various regulatory authorities.

Butler Wick is the parent company for three wholly-owned subsidiaries:
Butler Wick & Co., Inc., Butler Wick Asset Management Company and Butler Wick Trust Company. Butler Wick conducts business from its main office located in Youngstown, Ohio, eight offices located in the northeastern Ohio communities of Alliance, Cleveland, Canfield, Canton, Columbus, Kent, Warren, and Salem and two offices in the western Pennsylvania communities of Franklin and Sharon. Butler Wick primarily sells common and preferred stocks, but also offers an array of government, corporate and municipal bonds, unit trusts, mutual funds, IRA's, money market accounts and certificates of deposit. Butler Wick also offers investments in precious metals and a full line of life insurance and annuity products, personal and corporate financial planning, estate planning, pension and profit sharing.

DISCUSSION OF FORWARD-LOOKING STATEMENTS

When used in this Form 10-K or in future filings by United Community with the SEC, in United Community's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate,"

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"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 United Community's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in Home Savings' market area, demand for investments in Butler Wick's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. United Community cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. United Community advises readers that the factors listed above could affect United Community's financial performance and could cause United Community's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

United Community does not undertake, and specifically disclaims any obligation, to publicly release the result 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.

LENDING ACTIVITIES

GENERAL. Home Savings' principal lending activity is the origination of conventional real estate loans secured by one- to four-family residences located in Home Savings' primary market area. Home Savings also originates loans secured by multifamily and nonresidential real estate and originates loans for the construction of one- to four-family residences, multifamily properties and nonresidential real estate projects. In addition to real estate lending, Home Savings originates commercial loans and various types of consumer credits, including home equity loans, education loans, loans secured by savings accounts, motor vehicles, boats and recreational vehicles and unsecured loans.

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LOAN PORTFOLIO COMPOSITION. The following table presents certain information regarding the composition of United Community's loan portfolio at the dates indicated:

                                                                                                    At December 31,
                                            2001                           2000                                1999
                                                   Percent of                    Percent of                   Percent of
                                   Amount          Total loans      Amount      Total loans      Amount      Total loans
                                  ---------        -----------    ---------     -----------      ------      -----------

                                                                 (Dollars in thousands)
Real estate loans:
 Permanent
   One- to four-family            $ 978,468          65.38%       $ 618,112         65.22%      $546,888        70.92%
   Multifamily                       60,691           4.06           24,085          2.54          7,838         1.02
   Nonresidential                   153,368          10.25          137,976         14.56        116,690        15.13
   Land                              11,432           0.76            5,172          0.55            299         0.04
                                 -----------        ------        ---------        ------       --------       ------
     Total permanent              1,203,959          80.44          785,345         82.87        671,715        87.11

 Construction loans:
   One- to four-family              115,853           7.74           57,955          6.11         27,486         3.57
   Multifamily and nonresidential    26,883           1.80           11,389          1.20          1,637         0.21
                                 -----------        ------        ---------        ------       --------       ------
     Total construction             142,736           9.54           69,344          7.31         29,123         3.78
                                 -----------        ------        ---------        ------       --------       ------

Total real estate loans           1,346,695          89.98          854,689         90.18        700,838        90.89

Consumer loans
 Home equity                         48,671           3.25           20,147          2.13         19,151         2.48
 Auto                                21,703           1.45            5,171          0.55          1,130         0.15
 Education                            5,280           0.35            3,850          0.40          3,860         0.50
 Other (1)                           35,095           2.34           29,177          3.08         18,998         2.46
                                 -----------        ------        ---------        ------       --------       ------
  Total consumer                    110,749           7.40           58,345          6.16         43,139         5.59

Commercial loans                     39,226           2.62           34,657          3.66         27,119         3.52
                                 -----------        ------        ---------        ------       --------       ------

Total loans                      1,496,670          100.00%         947,691        100.00%       771,096       100.00%
                                                    ======                         ======                      ======

Less net items                       90,191                          71,038                       48,009
                                -----------                       ---------                     --------

   Total loans, net             $ 1,406,479                       $ 876,653                     $723,087
                                ===========                       =========                     ========

                                                  1998                       1997
                                                Percent of                 Percent of
                                    Amount     total loans      Amount     Total loans
                                    ------     -----------      ------     -----------

                                                 (Dollars in thousands)

Real estate loans:
 Permanent
   One- to four-family             $516,767        73.84%       $489,677      74.19%
   Multifamily                        8,172         1.17           8,944       1.36
   Nonresidential                    65,756         9.39          51,105       7.74
   Land                                 190         0.03             285       0.04
                                   --------       ------        --------     ------
     Total permanent                590,885        84.43         550,011      83.33

 Construction loans:
   One- to four-family               25,691         3.67          24,044       3.64
   Multifamily and nonresidential       833         0.12             325       0.05
                                   --------       ------        --------     ------
     Total construction              26,524         3.79          24,369       3.69
                                   --------       ------        --------     ------

Total real estate loans             617,409        88.22         574,380      87.02

Consumer loans
 Home equity                         18,321         2.62          17,097       2.59
 Auto                                 1,603         0.23           2,457       0.37
 Education                            3,993         0.57           3,479       0.53
 Other (1)                           17,856         2.55          20,355       3.08
                                   --------       ------        --------     ------
  Total consumer                     41,773         5.97          43,388       6.57

Commercial loans                     40,637         5.81          42,271       6.41
                                   --------       ------        --------     ------

Total loans                         699,819       100.00%        660,039     100.00%
                                                  ======                     ======

Less net items                       42,321                       26,803
                                   --------                     --------

   Total loans, net                $657,498                     $633,236
                                   ========                     ========


(1) Consists of overdraft protection loans and loans to individuals secured by demand accounts, deposits, boats and one- to four-family residences.

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LOAN MATURITY. The following table sets forth certain information as of December 31, 2001, regarding the dollar amount of loans maturing in Home Savings' portfolio based on their contractual terms to maturity. Demand loans and other loans having no stated schedule of repayments or no stated maturity are reported as due in one year or less. Mortgage loans originated by Home Savings generally include due-on-sale clauses that provide Home Savings with the contractual right to deem the loan immediately due and payable in the event the borrower transfers the ownership of the property without Home Savings' consent. The table does not include the effects of possible prepayments or scheduled repayments.

                                            Principal repayments contractually due in the years ended December 31,
                                 ------------------------------------------------------------------------------------------
                                                                     2005-      2007 -     2012 -    2017 and
                                                                     -----      ----       ----      --------
                                   2002       2003       2004       2006        2011       2016    thereafter    Total
                                   ----       ----       ----       ----        ----       ----    ----------    -----
                                                                      (In thousands)

Residential real estate loans(1)   $78,877    $50,092   $44,869    $ 90,403   $ 224,824   $197,285  $ 480,094    $1,166,444

Nonresidential real estate loans    56,674      6,818     7,258      15,085      38,346     33,065     23,005       180,251
Commercial loans                    18,268      7,694     5,954       4,103       2,212        892        103        39,226
Consumer loans                      24,728     18,985    18,398      32,143       7,121      1,049      8,325       110,749
                                 --------- ---------- ---------- -----------  ---------- ---------- -----------  ----------
    Total                        $ 178,547 $   83,589 $  76,479  $  141,734   $ 272,503  $ 232,291  $ 511,528    $1,496,670
                                 ========= ========== ========== ============ ========== ========== ===========  ==========

(1) Includes permanent and construction loans for one- to four-family and multifamily properties and land loans.

The next table sets forth the dollar amount of all loans due after December 31, 2002, which have fixed or adjustable interest rates:

                      Due after December 31, 2002
                      ---------------------------
                            (In thousands)

Fixed rate                 $    975,411
Adjustable rate                 342,712
                          -------------
                            $ 1,318,123
                          =============

LOANS SECURED BY ONE- TO FOUR-FAMILY REAL ESTATE. The principal lending activity of Home Savings is the origination of conventional loans secured by first mortgages on one- to four-family residences, primarily single-family homes, located within Home Savings' primary market area. At December 31, 2001, Home Savings' one- to four-family residential real estate loans totaled approximately $978.5 million, or 65.4% of total loans. At December 31, 2001, $5.8 million, or 0.6%, of Home Savings' one-to four-family loans were nonperforming.

OTS regulations and Ohio law limit the amount which Home Savings may lend in relationship to the appraised value of the real estate and improvements which will secure the loan at the time of loan origination. In accordance with such regulations, Home Savings makes loans on one- to four-family residences of up to 97% of the value of the real estate and improvements thereon (LTV), although the majority of such loans have LTVs of 80% or less. Loans on single-family, owner-occupied residences located in low-income or moderate-income census tracts are granted up to a 97% LTV, although Home Savings requires private mortgage insurance on the portion of the principal amount that exceeds 85% of the appraised value of the property securing the loan.

Home Savings currently offers fixed-rate mortgage loans and adjustable-rate mortgage loans (ARMs) for terms of up to 30 years. Although Home Savings' loan portfolio includes a significant amount of 30-year fixed-rate loans, most loans currently originated by Home Savings are 15-year fixed-rate loans. The interest rate adjustment periods on ARMs are typically one or three years. The maximum interest rate adjustment on most of the ARMs is 2.0% on any adjustment date and a total of 6.0% over the life of the loan. The interest rate adjustments on one-year and three-year ARMs presently offered by Home Savings are indexed to the weekly average rate on the one-year and three-year U.S. Treasury securities, respectively. Rate adjustments are computed by adding a stated margin to the index. Home Savings does not offer ARMs to borrowers on one- to four-family residences with LTVs in excess of 95%.

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Home Savings issues standby loan origination commitments to qualified borrowers primarily for the purchase of single-family residential real estate. Such commitments are made on specified terms and conditions and are made for periods of up to 60 days, during which time the interest rate is locked in.

LOANS SECURED BY MULTIFAMILY RESIDENCES. Home Savings originates loans secured by multifamily properties which contain more than four units. Multifamily loans are offered with adjustable rates of interest, which adjust according to a specified index, and typically have terms ranging from five to ten years and LTVs of up to 75%.

Multifamily lending is generally considered to involve a higher degree of risk than one- to four-family residential lending because the borrower typically depends upon income generated by the project to cover operating expenses and debt service. The profitability of a project can be affected by economic conditions, government policies and other factors beyond the control of the borrower. Home Savings attempts to reduce the risk associated with multifamily lending by evaluating the creditworthiness of the borrower and the projected income from the project and by obtaining personal guaranties on loans made to corporations and partnerships. Home Savings requires borrowers to submit financial statements annually to enable Home Savings to monitor the loan and requires an assignment of rents.

At December 31, 2001, loans secured by multifamily properties totaled approximately $60.7 million, or 4.1% of total loans. The largest loan had a principal balance of $1.8 million and was performing according to its terms. There was approximately $165,000 in multifamily loans that were considered nonperforming at December 31, 2001.

LOANS SECURED BY NONRESIDENTIAL REAL ESTATE. Home Savings originates loans secured by nonresidential real estate. Home Savings' nonresidential real estate loans have adjustable rates, terms of up to 25 years and generally LTVs of up to 80%. Among the properties securing Home Savings' nonresidential real estate loans are shopping centers, hotels, motels and freezer warehouses. The majority of such properties are located within Home Savings' primary lending area. Home Savings has been involved for over 20 years in freezer warehouse financing through a Youngstown area real estate developer who specializes in the construction of freezer facilities.

Nonresidential real estate lending is generally considered to involve a higher degree of risk than residential lending due to the relatively larger loan amounts and the effects of general economic conditions on the successful operation of income-producing properties. Home Savings has endeavored to reduce such risk by evaluating the credit history of the borrower, the location of the real estate, the financial condition of the borrower, the quality and characteristics of the income stream generated by the property and the appraisals supporting the property's valuation. At December 31, 2001, Home Savings' largest loan secured by nonresidential real estate had a balance of $6.9 million and was performing according to its terms.

At December 31, 2001, approximately $153.4 million, or 10.2%, of Home Savings' total loans were secured by mortgages on nonresidential real estate, of which $610,000 was considered nonperforming at December 31, 2001.

CONSTRUCTION LOANS. Home Savings makes loans for the construction of one- to four-family residences, multifamily properties and nonresidential real estate projects. Residential construction loans are made to both owner-occupants and to builders on a speculative (unsold) basis. Construction loans to owner-occupants are structured as permanent loans with fixed or adjustable rates of interest and terms of up to 30 years. During the first year, while the residence is being constructed, the borrower is required to pay interest only. Construction loans for one- to four-family residences have LTVs of up to 95%, and construction loans for commercial, multifamily and nonresidential properties have LTVs of up to 75%, with the value of the land included as part of the owner's equity. At December 31, 2001, Home Savings had approximately $142.7 million, or 9.5% of its total loans, invested in construction loans, including $115.8 million in one- to four-family residential construction and approximately $26.9 in multifamily and nonresidential construction loans.

Approximately 30% of Home Savings' construction loans to builders are made for homes for which the builder does not have a contract with a buyer. Home Savings, however, generally limits speculative loans to builders with whom Home Savings has a long-standing relationship and limits the number of outstanding loans on unsold homes under construction within a specific area.

Construction loans generally involve greater underwriting and default risks than do loans secured by mortgages on existing properties because construction loans are more difficult to appraise and to monitor. Loan funds are advanced upon the security of the project under construction. In the event a default on a construction loan occurs and foreclosure follows,

5

Home Savings must take control of the project and attempt either to arrange for completion of construction or dispose of the unfinished project.

Nonperforming construction loans at December 31, 2001 amounted to $3.4 million.

Home Savings also originates a limited number of loans secured by vacant land for the construction of single-family houses. Home Savings' land loans are generally fixed-rate loans for terms up to five years and require a LTV of 75% or less. At December 31, 2001, approximately $11.4 million, or 0.8%, of Home Savings' total loans were secured by land loans made to individuals intending to construct and occupy single-family residences on the properties.

COMMERCIAL LOANS. Home Savings makes commercial loans to businesses in its primary market area, including traditional lines of credit, revolving lines of credit, term loans and acquisition and development loans. The LTV ratios for commercial loans depend upon the nature of the underlying collateral, but generally commercial loans are made with LTVs of 50 to 85% and have adjustable interest rates. Lines of credit and revolving credits are generally priced on a floating rate basis, which is tied to the prime rate or U.S. Treasury bill rate. Term and time loans are usually adjustable, but can have fixed rates of interest, and have terms of one to five years.

At December 31, 2001, Home Savings had approximately $39.2 million, or 2.6% of total loans, invested in commercial loans. The majority of these loans are secured by a security interest in inventory, accounts receivable, machinery, investment property, vehicles or other assets of the borrower. Home Savings also originates unsecured commercial loans including lines of credit for periods of less than 12 months, short-term loans and, occasionally, term loans for periods of up to 36 months. These loans are underwritten based on the creditworthiness of the borrowers and the guarantors. As a result of the addition of experienced loan personnel and the implementation of enhanced underwriting procedures, Home Savings intends to increase its unsecured commercial loan volume in the future.

Commercial loans are generally deemed to entail significantly greater risk than real estate lending. The repayment of commercial loans is typically dependent on the income stream and successful operation of a business, which can be affected by economic conditions. The collateral for commercial loans, if any, often consists of rapidly depreciating assets.

Nonperforming commercial loans at December 31, 2001 amounted to $469,000.

CONSUMER LOANS. Home Savings originates various types of consumer loans, including home equity loans, education loans, loans secured by savings accounts, vehicle loans and unsecured loans. Consumer loans are made at fixed and adjustable rates of interest and for varying terms based on the type of loan. Consumer loans secured by a deposit or savings account are made for up to 100% of the principal balance of the account and generally have adjustable rates, which adjust based on the weekly average yield on U.S. Treasury securities plus a margin.

For new automobiles, loans are originated for up to 100% of the MSRP value of the car with terms of up to 66 months, and for used automobiles, loans are made for up to the average trade value of the car model and a term of up to five years. All automobile loans are originated indirectly by approved auto dealerships. At December 31, 2001, automobile loans amounted to $21.7 million, or 19.6 %, of Home Savings' consumer loan portfolio.

Home Savings makes closed-end home equity loans in an amount which, when added to the prior indebtedness secured by the real estate, does not exceed 90% of the estimated value of the real estate. Home equity loans are typically secured by a second mortgage on the real estate. Home Savings frequently holds the first mortgage, although Home Savings will make home equity loans in cases where another lender holds the first mortgage. Home Savings also offers home equity loans with a line of credit feature. Home equity loans are made with adjustable and fixed rates of interest. Fixed-rate home equity loans have terms of ten years but can be called after five years. Rate adjustments on adjustable home equity loans are determined by adding a 3.0% margin for loans on one- to four-family residences of up to 80% LTV or by adding a 4.0% margin for loans on one- to four-family residences of up to 90% LTV to the one-year U.S. Treasury index. At December 31, 2001, approximately $48.7 million, or 43.9%, of Home Savings' consumer loan portfolio consisted of home equity loans.

Consumer loans may entail greater credit risk than do residential mortgage loans. The risk of default on consumer loans increases during periods of recession, high unemployment, and other adverse economic conditions. Although Home Savings has not had significant delinquencies on consumer loans, no assurance can be provided that delinquencies will not

6

increase. Nonperforming consumer loans as a percentage of outstanding consumer loans amounted to 0.39%, 0.79% and 0.31% at December 31, 2001, 2000 and 1999, respectively.

At December 31, 2001, Home Savings had approximately $110.7 million, or 7.4% of its total loans, invested in consumer loans. Home Savings anticipates a moderate increase in its consumer loan portfolio in the future as a result of increased cross-selling efforts to existing customers.

LOAN SOLICITATION AND PROCESSING. The lending activities of Home Savings are subject to the written, non-discriminatory underwriting standards and loan origination procedures approved by Home Savings' Board of Directors (Board). Loan originations are generally obtained from existing customers and members of the local community and from referrals by real estate brokers, lawyers, accountants, and current and former customers. Home Savings also advertises in the local print media, radio and television.

Each of Home Savings' 29 offices and 4 loan production offices have loan personnel who can accept loan applications, which are then forwarded to Home Savings' Underwriting Department for processing and approval. In underwriting real estate loans, Home Savings typically obtains a credit report, verification of employment and other documentation concerning the creditworthiness of the borrower. An appraisal of the fair market value of the real estate that will be given as security for the loan is prepared by one of Home Savings' in-house licensed appraisers or an approved fee appraiser. For certain large nonresidential real estate loans, the appraisal will be conducted by an outside fee appraiser whose report is reviewed by Home Savings' chief appraiser. Upon the completion of the appraisal and the receipt of information on the credit history of the borrower, the application for a loan is submitted for review to the appropriate persons. Commercial, residential and nonresidential real estate loans up to $1.0 million may be approved by an authorized executive officer. Loan requests of $1.0 million to $15.0 million require the approval of the Loan Committee. All loans of $15.0 million or more require approval by three executive officers and a majority of the Board of Directors.

Borrowers are required to carry satisfactory fire and casualty insurance and flood insurance, if applicable, and to name Home Savings as an insured mortgagee. Home Savings generally obtains an attorney's opinion of title, although title insurance may be obtained on larger nonresidential real estate loans.

The procedure for approval of construction loans is the same as for permanent real estate loans, except that an appraiser evaluates the building plans, construction specifications and estimates of construction costs. Home Savings also evaluates the feasibility of the proposed construction project and the experience and record of the builder. Once approved, the construction loan is disbursed in installments based upon periodic inspections of construction progress.

Consumer loans are underwritten on the basis of the borrower's credit history and an analysis of the borrower's income and expenses, ability to repay the loan, and the value of the collateral, if any.

LOAN ORIGINATIONS AND PURCHASES AND SALE OF MORTGAGE LOANS. Historically, Home Savings has originated substantially all of the loans in its portfolio and has held them until maturity. Nevertheless, Home Savings' residential loans are generally made on terms and conditions and documentation which conform to the secondary market guidelines for sale to the Federal Home Loan Mortgage Company (FHLMC) and other institutional investors in the secondary market. Education loans are sold, once the borrower leaves school, to the Student Loan Marketing Association. Home Savings does not originate first mortgage loans insured by the Federal Housing Authority or guaranteed by the Veterans Administration, but it has purchased such loans as well as participation interests in such loans.

During 2001, Home Savings became active in the secondary market. In October, 2001, $110.9 million in fixed rate one- to- four family residential mortgage loans held in the portfolio were securitized and sold to reduce interest rate risk and provide liquidity. In addition to the $110.9 million securitization and sale of portfolio loans, an additional $57.9 million of mortgages originated during 2001 were sold. Home Savings' loan production offices are expected to provide high levels of salable loans in 2002. Home Savings generally retains servicing on the sale of loans originated in its primary market area and sells loans servicing released on loans originated out of the primary market area.

At December 31, 2001, Home Savings had $46.6 million of outstanding commitments to originate loans and $45.5 million available to borrowers under consumer and commercial lines of credit. At December 31, 2001, Home Savings had $66.0 million in undisbursed funds related to construction loans in process.

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LOANS TO ONE BORROWER LIMITS. OTS regulations generally limit the aggregate amount that Home Savings may lend to any one borrower to an amount equal to 15.0% of Home Savings' unimpaired capital and unimpaired surplus (Lending Limit Capital). A savings association may lend to one borrower an additional amount not to exceed 10.0% of Home Savings' Lending Limit Capital if the additional amount is fully secured by certain forms of "readily marketable collateral." Real estate is not considered "readily marketable collateral." In applying this limit, the regulations require that loans to certain related or affiliated borrowers be aggregated.

Based on such limits, Home Savings could lend approximately $26.7 million to one borrower at December 31, 2001. The largest amount Home Savings had outstanding to one borrower at December 31, 2001, was $11.0 million, which consisted of several loans secured by first mortgages on commercial buildings. At December 31, 2001, these loans were performing in accordance with their terms.

DELINQUENT LOANS, NONPERFORMING ASSETS AND CLASSIFIED ASSETS. Home Savings attempts to maintain a high level of asset quality through sound underwriting policies and aggressive collection practices.

At the beginning of each month, the Collections Department of Home Savings receives a report on all delinquent loans. When a loan payment has not been made by the fifteenth of the month, a late notice is sent and a penalty of up to five percent of the payment due is assessed. Once a loan is 60 days delinquent, a second notice is sent and the Collections Department contacts the borrower by telephone. The Collections Department will generally continue to attempt to bring the loan current through telephone calls or personal visits until the loan has been delinquent 90 to 120 days. If the loan has not been brought current by the 120th day, a member of the Collections Department will present the loan to Home Savings' Pre-Foreclosure Committee which meets weekly. If the Pre-Foreclosure Committee agrees to recommend the commencement of foreclosure proceedings, the loan is presented to the Executive Committee of the Board of Home Savings (Executive Committee) which normally refers the loan to Home Savings' in-house legal staff. A decision as to whether and when to initiate foreclosure proceedings is based on such factors as the amount of the outstanding balance in relation to the original indebtedness, the extent of the delinquency, the borrower's ability and willingness to cooperate in curing the delinquency and any environmental issues that may need to be addressed.

The following table reflects the amount of loans in a delinquent status as of the dates indicated:

                                                                        At December 31,
                                          ----------------------------------------------------------------------------
                                                        2001                                     2000
                                          -----------------------------------      -----------------------------------
                                                                   Percent of                               Percent of
                                                                      total                                   total
                                          Number       Amount         loans        Number       Amount        loans
                                          ------      ---------    ----------      ------       ------      ----------
                                                                        (Dollars in thousands)
Loans delinquent for:
   30-59 days                              348        $  18,450        1.22%        240         $  10,423      1.19%
   60-89 days                              127            4,848        0.32         113             4,420      0.50
   90 days or over                         237           10,889        0.72         151             9,543      1.09
                                           ---       ----------        ----         ---         ---------      ----

     Total delinquent loans                712        $  34,187        2.26%        504         $  24,386      2.78%
                                           ===       ==========        ====         ===         =========      ====

Nonperforming assets include nonaccruing loans, restructured loans, real estate acquired by foreclosure or by deed-in-lieu thereof, in-substance foreclosures and repossessed assets.

Loans are reviewed through monthly reports to the Board and weekly reports to senior management and are placed on nonaccrual status when collection in full is considered doubtful by management. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is charged against interest income. Subsequent cash payments are generally applied to interest income unless, in the opinion of management, the collection of principal and interest is doubtful. In those cases, subsequent cash payments are applied to principal.

8

The following table sets forth information with respect to Home Savings' nonperforming loans and other assets at the dates indicated:

                                                                                    At December 31,
                                                        ------------------------------------------------------------------
                                                             2001           2000          1999         1998          1997
                                                             ----           ----          ----         ----          ----
                                                                               (Dollars in thousands)
Nonperforming loans:
  Nonaccrual loans
    Real estate loans:
      One- to four-family                               $   5,813        $  2,966       $ 2,923      $ 3,655       $ 5,540
      Multifamily and nonresidential                          775           3,019            82          378           649
      Construction (net of loans in process) and land       3,398           1,741           272          233           769
                                                        ---------      ----------      --------     --------     ---------
        Total real estate loans                             9,986           7,726         3,277        4,266         6,958
    Consumer                                                  434             457           132          317           404
    Commercial                                                469           1,360           206        1,146         2,129
                                                       ----------      ----------      --------      -------      --------
        Total nonaccrual loans                             10,889           9,543         3,615        5,729         9,491
  Restructured real estate loans                            1,572             208           317        1,832           644
                                                        ---------     -----------      --------      -------     ---------
        Total nonperforming loans                          12,461           9,751         3,932        7,561        10,135
Real estate acquired through foreclosure and other
   repossessed assets                                         477             359           157           78            55
                                                       ----------     -----------       -------    ---------    -----------
        Total nonperforming assets                       $ 12,938        $ 10,110       $ 4,089      $ 7,639       $10,190
                                                         ========        ========       =======      =======       =======

Nonperforming loans as a percent of total loans              0.89%           1.10%         0.54%        1.15%         1.60%
Nonperforming assets as a percent of total assets            0.67            0.77          0.30         0.59          0.95
Allowance for loan losses as a percent of
   nonperforming loans                                      92.13           67.79        164.86        84.62         59.02
Allowance for loan losses as a percent of total loans
   before allowance                                          0.81            0.74          0.88         0.96          0.94

For 2001, approximately $523,000 in interest income would have been recorded had nonaccruing and restructured loans been accruing pursuant to contractual terms. During 2001 interest collected on such loans and included in net income was approximately $412,000.

Nonperforming assets increased approximately $2.8 million, or 28.0%, to $12.9 million at December 31, 2001, from $10.1 million at December 31, 2000. The primary reasons for the increase are the restructuring of a relationship with one borrower, the delinquency of several loans to one borrower, and the acquisition of Industrial in 2001. At December 31, 2001, total nonaccrual and restructured loans accounted for 0.89% of net loans receivable, compared to 1.10% at December 31, 2000. Total nonperforming assets were 0.67% of total assets as of December 31, 2001, a decrease of 0.10% from 0.77% as of December 31, 2000.

Real estate acquired in settlement of loans is classified separately on the balance sheet at the lower of cost or fair value as of the date of acquisition. After foreclosure, the loan is written down to the value of the underlying collateral by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Operating expenses of such properties, net of related income or loss on disposition, are included in other expenses. At December 31, 2001, the carrying value of real estate acquired in settlement of loans was $477 and consisted of seven single-family properties.

Home Savings classifies its assets in accordance with federal regulations. Problem assets are classified as "special mention," "substandard," "doubtful" or "loss." "Substandard" assets have one or more defined weaknesses and are characterized by the distinct possibility that Home Savings will sustain some loss if the deficiencies are not corrected. "Doubtful" assets have the same weaknesses as "substandard" assets, with the additional characteristics that (i) the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, questionable and (ii) there is a high possibility of loss. An asset classified as "loss" is considered uncollectible and of such little value that its continuance as an asset of Home Savings is not warranted. Federal regulations also contain a "special mention" category, consisting of assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but which possess credit deficiencies or potential weaknesses deserving management's close attention.

9

Home Savings classifies its commercial loans on a periodic basis, not less often than annually, according to a nine-level risk rating system that includes, in addition to the "substandard," "doubtful" and "loss," categories discussed above, further classifications of "prime," "good," "satisfactory," "fair," "watch" and "uncertain."

Commercial loans that are classified "prime," "good," "satisfactory" or "fair" possess levels of risk, if any, which are generally acceptable to Home Savings. A loan which is classified as "uncertain" represents a loan for which there is insufficient current information on the borrower to evaluate the primary source of payment. A loan may only be maintained as "uncertain" for 90 days while additional information is obtained, subject to one 90-day extension by the Commercial Loan Manager or a higher level officer.

The aggregate amounts of Home Savings' classified assets at the dates indicated were as follows:

                                             At December 31,
                                        -------------------------
                                        2001                2000
                                        ----                -----
                                             (In thousands)

Classified assets:
   Substandard                          $  9,515           $ 10,259
   Doubtful                                  100                  -
   Loss                                    1,517                433
                                        --------           --------
    Total classified assets             $ 11,132           $ 10,692
                                        ========           ========

Home Savings analyzes each classified asset quarterly to determine whether changes in the classifications are appropriate under the circumstances. Such analysis focuses on a variety of factors, including the amount of, and the reasons for, any delinquency, the use of the real estate securing the loan, the financial condition of the borrower, and the appraised value of the real estate. As such factors change, the classification of the asset will change accordingly.

Home Savings establishes a general allowance for loan losses for any loan classified as special mention, substandard or doubtful. If an asset, or portion thereof, is classified as loss, Home Savings establishes a specific allowance for loss in the amount of 100% of the portion of the asset classified loss or charges off the portion of any real estate loan deemed to be uncollectible.

ALLOWANCE FOR LOAN LOSSES. Management establishes the allowance for loan losses at a level it believes adequate to absorb probable losses inherent in the loan portfolio. Management bases its determination of the adequacy of the allowance upon estimates derived from an analysis of individual credits, prior and current loss experience, loan portfolio delinquency levels, overall growth in the loan portfolio and current economic conditions. Consequently, these estimates are particularly susceptible to changes that could result in a material adjustment to results of operations. The provision for loan losses represents a charge against current earnings in order to maintain the allowance for loan losses at an appropriate level.

In determining the adequacy of the allowance for loan loss, management reviews and evaluates on a quarterly basis the necessity of a reserve for individual loans classified by management. The specifically allocated reserve for a classified loan is determined based on management's estimate of the borrower's ability to repay the loan given the availability of collateral, other sources of cash flow, and legal options available to Home Savings. Once a review is completed, the need for a specific reserve is determined by the Home Savings Asset Review Committee and allocated to the loan. Other loans not specifically reviewed by management are evaluated using the historical charge-off experience ratio calculated by type of loan. The historical charge-off experience ratio factors into account the homogeneous nature of the loans, the geographical lending areas involved, regulatory examination findings, specific grading systems applied and any other known factors which may impact the ratios used. Specific reserves on individual loans and historical ratios are reviewed quarterly and adjusted as necessary based on subsequent collections, loan upgrades or downgrades, nonperforming trends or actual principal charge-off. When evaluating the adequacy of the allowance for loan losses, consideration is given to geographic concentration and the effect changing economic conditions have on Home Savings.

10

The following table sets forth an analysis of Home Savings' allowance for loan losses for the periods indicated:

                                                                        Year ended December 31,
                                                      2001          2000          1999          1998           1997
                                                      ----          ----          ----          ----           ----
                                                                          (Dollars in thousands)

Balance at beginning of period                      $  6,553      $ 6,405      $  6,398      $  5,982       $  5,040

Provision for (recovery of) loan loss allowances       2,495          300           100           650         (1,546)

Charge-offs:
   Real estate                                           (89)         (83)          (60)          (47)          (403)
   Consumer                                             (283)         (38)          (65)          (72)           (43)
   Commercial                                            (55)         (80)            -          (151)             -
                                                   ----------     -------      ---------     --------       --------
     Total charge-offs                                  (427)        (201)         (125)         (270)          (446)
                                                   ----------     -------      ---------     --------       --------

Recoveries:
   Real estate                                            13           17            21            25          2,930
   Consumer                                               10            9             9            10              4
   Commercial                                              9           23             2             1              -
                                                   ----------     -------      ---------     --------       --------
     Total recoveries                                     32           49            32            36          2,934
                                                   ----------     -------      ---------     --------       --------

Net recoveries (charge-offs)                            (395)        (152)          (93)         (234)         2,488

Acquisition of Industrial                              2,795            -             -             -              -
                                                   ----------     -------      ---------     --------       --------

Balance at end of year                              $ 11,480      $ 6,553       $ 6,405       $ 6,398       $  5,982
                                                   =========      =======      =========     ========       ========

Ratio of net recoveries (charge-offs)
   to average net loans                                (0.03)%      (0.02)%       (0.01)%       (0.04)%         0.40%

Ratio of net recoveries  (charge-offs) to
   provision for (recovery of) loan loss              (14.55)%     (50.67)%      (93.00)%      (36.00)%       160.93%
   allowances

The following table sets forth the allocation of the allowance for loan losses by category. The allocations are based on management's assessment of the risk characteristics of each of the components of the total loan portfolio and are subject to change as and when the risk factors of each component change. The allocation is not indicative of either the specific amounts or the loan categories in which future charge-offs may be taken, nor should it be taken as an indicator of future loss trends. The allocation of the allowance to each category is not necessarily indicative of future loss in any particular category and does not restrict the use of the allowance to absorb losses in any category.

                                                     At December 31,

                           2001                 2000                 1999               1998                 1997
                          ------               ------               ------             ------               -------
                             Percent of           Percent of          Percent of         Percent of             Percent of
                              loans in             loans in            loans in           loans in               loans in
                                each                 each                each               each                    each
                              category             category            category           category                category
                              to total             to total            to total           to total                to total
                              --------             --------            --------           --------                --------
                   Amount       Loans    Amount      Loans    Amount    Loans    Amount     Loans     Amount        Loans
                   ------       -----    ------      -----    ------    -----    ------     -----     ------        -----
                                                            (Dollars in thousands)
Real estate loans  $ 8,339      72.64%  $ 4,117      62.83%   $4,182    65.29%   $4,220     65.96%    $4,242        70.91%
Consumer loans         975       8.49       566       8.64       555     8.67       611      9.55        673        11.25
Commercial loans     2,166      18.87     1,870      28.54     1,668    26.04     1,567     24.49      1,067        17.84
                   -------     ------   -------     ------    ------   ------   -------    ------     ------       ------
      Total        $11,480     100.00%  $ 6,553     100.00%   $6,405   100.00%   $6,398    100.00%    $5,982       100.00%
                   =======     ======   =======     ======    ======   ======    ======    ======     ======       ======

INVESTMENT ACTIVITIES

GENERAL. Investment and mortgage-related securities are classified upon acquisition as available for sale, held to maturity, or trading. Securities classified as available for sale are carried at estimated fair value with the unrealized holding gain or loss, net of taxes, reflected as a component of retained earnings. Securities classified as held to maturity are carried at amortized cost. Securities classified as trading are carried at estimated fair value with the unrealized holding gain or loss reflected as a component of income. United Community, Home Savings and Butler Wick recognize premiums and discounts

11

in interest income over the period to maturity or call by the level yield method and realized gains or losses on the sale of debt securities based on the amortized cost of the specific securities sold.

HOME SAVINGS INVESTMENT ACTIVITY. Federal regulations and Ohio law permit Home Savings to invest in various types of marketable securities, including interest-bearing deposits in other financial institutions, federal funds, U.S. Treasury and agency obligations, mortgage-related securities, and certain other specified investments. The Board has adopted an investment policy which authorizes management to make investments in U.S. Treasury obligations, U.S. Federal agency and federally-sponsored corporation obligations, mortgage-related securities issued or sponsored by Federal National Mortgage Association (FNMA), FHLMC, Government National Mortgage Association (GNMA), as well as private issuers, investment-grade municipal obligations, creditworthy, unrated securities issued by municipalities in which an office of Home Savings is located, investment-grade corporate debt securities, investment-grade asset-backed securities, certificates of deposit that are fully-insured by the FDIC, bankers' acceptances, federal funds and money market funds. Home Savings' investment policy is designed primarily to provide and maintain liquidity within regulatory guidelines, to maintain a balance of high quality investments to minimize risk, and to maximize return without sacrificing liquidity and safety. The investment activities of Home Savings are supervised by Home Savings' Investment Committee and investment purchases are monitored weekly by the Executive Committee.

Home Savings maintains a significant portfolio of mortgage-related securities and CMOs, which are rated the highest credit quality by a nationally recognized rating agency. Mortgage-related securities are issued by FNMA, GNMA and FHLMC. Mortgage-related securities generally entitle Home Savings to receive a portion of the cash flows from an identified pool of mortgages. GNMA securities, FNMA securities and a majority of Home Savings' FHLMC securities are guaranteed by the issuing agency as to timely payment of principal and interest. The balance of Home Savings' FHLMC securities are guaranteed as to timely payment of interest and eventual payment of principal. The CMOs are a type of debt security issued by a special-purpose entity that aggregrates pools of mortgages and mortgage-related securities and creates different classes of securities with varying maturities and amortization schedules, as well as a residual interest, with each class possessing different risk characteristics. The cash flows from the underlying collateral are generally divided into tranches or classes which have descending priorities with respect to the distribution of principal and interest repayment of the underlying mortgages, as opposed to pass through mortgage-related securities where cash flows are distributed pro rata to all security holders. In contrast to mortgage-related securities from which cash flow is received (and hence, prepayment risk is shared) pro rata by all securities holders, the cash flow from the mortgages or mortgage-related securities underlying CMOs is paid in accordance with predetermined priority to investors holding various tranches of such securities or obligations. A particular tranche of CMOs may therefore carry prepayment risk that differs from that of both the underlying collateral and other tranches. Accordingly, CMOs attempt to moderate risks associated with conventional mortgage-related securities resulting from unexpected prepayment activity.

Home Savings is exposed to prepayment risk and reinvestment risk to the extent that actual prepayments will differ from those estimated in pricing the security, which may result in adjustments to the net yield on such securities. Mortgage-related securities enable Home Savings to generate positive interest rate spreads with minimal administrative expense and reduce credit risk due to either guarantees provided by the issuer or the high credit rating by the rating agency. Mortgage-related securities classified as available for sale also provide Home Savings with an additional source of liquid funds. Home Savings also invests in investment grade corporate notes which mature within three years or less. The notes, which include debentures and collateralized notes, generally provide a spread above the risk-free rate afforded by comparable maturity U.S. Treasury securities.

BUTLER WICK INVESTMENT ACTIVITY. Butler Wick holds securities in three subsidiaries, Butler Wick & Co., Inc., Butler Wick Trust Company and Butler Wick Asset Management. Butler Wick & Co., Inc. invests in municipal securities and to a lesser extent government agency securities for sale to clients. These securities are held as available for sale. Butler Wick & Co., Inc. does not make markets in equity securities.

In order to qualify as a fiduciary in both the State of Ohio and in the Commonwealth of Pennsylvania, Butler Wick Trust Company deposited United States Government obligations having a principal value of $100,000 with the Federal Reserve Bank for each state of incorporation. In addition to these deposits, U.S. Government obligations are owned by Butler Wick Trust Company. All of these securities are classified as held to maturity.

UNITED COMMUNITY INVESTMENT ACTIVITIES. Funds maintained by United Community for general corporate purposes, including possible acquisitions, are invested in investment grade corporate notes, federally-sponsored corporate

12

obligations, and equity securities. In addition, United Community invests in Eurodollars, which is a short-term investment. These types of investments provide a great deal of liquidity and flexibility.

The maturities of United Community's consolidated available for sale and held to maturity marketable securities at December 31, 2001, excluding FHLB stock, and equity securities, are indicated in the following table:

                                                              At December 31, 2001
                                    -----------------------------------------------------------------------
                                                          After one through
                                      One year or less        Five years                Total
                                    -------------------   ----------------- -------------------------------
                                     Amortized  Average   Amortized  Average Amortized    Fair       Average
                                        cost     yield       cost     Yield    cost       value       Yield
                                     --------   ------    --------   ------  --------    --------    ------

                                                             (Dollars in thousands)
Short-term investments:
  Federal funds                      $148,111     1.75%        -       -    $148,111    $148,111      1.75%
  Eurodollars                          20,710     1.75         -       -      20,710      20,710      1.75
  Money market funds                    1,238     1.25         -       -       1,238       1,238      1.25
  Liquid cash                             237     1.74         -       -         237         237      1.74
                                     --------     ----                      --------    --------      ----
      Total short-term investments   $170,296     1.75%        -       -    $170,296    $170,296      1.75%
                                     ========     ====                      ========    ========      ====

Marketable securities:
   Available for sale                $ 15,089     4.72%  $ 23,408    5.46%  $ 38,497    $ 39,253      5.17%
   Held to maturity                       101     3.61      1,597    3.52      1,698       1,695      3.54
                                     --------     ----   --------    ----   --------    --------      ----

    Total marketable securities       $15,190     4.71%  $ 25,005    5.34%  $ 40,195    $ 40,948      5.10%
                                     ========     ====   ========    ====   ========    ========      ====

13

The following table sets forth the amortized cost and fair value of United Community's consolidated available for sale and held to maturity marketable securities, FHLB stock, and mortgage-related securities at the dates indicated.

                                                                                                 At December 31
                                       ------------------------------------------------------------------------------------------
                                                            2001                                        2000
                                       --------------------------------------------  -----------------------------------------
                                        Amortized       % of      Fair       % of     Amortized     % of      Fair       % of
                                           Cost         Total      Value      Total      Cost        Total     Value     Total
                                       ----------       -----   --------     -----   --------       -----   --------     -----
                                                                                               (Dollars in thousands)
Available for sale:
   Short-term investments:
     Federal funds                      $  148,111       38.41%  $148,111     38.01%  $  2,442        0.73%   $ 2,442      0.73%
     Money market funds                      1,238        0.32      1,238      0.32        180        0.05        180      0.05

     Eurodollars                            20,710        5.37     20,710      5.32     19,643        5.86     19,643      5.85

     Other                                     237        0.06        237      0.06        228        0.06        228      0.06

   FHLB stock                               18,760        4.87     18,760      4.82     13,793        4.12     13,793      4.11
   Equity investments                       11,463        2.97     11,828      3.04      7,296        2.18      7,411      2.21
   Marketable securities:
     U.S. Treasury obligations               4,045        1.05      4,093      1.05      7,511        2.24      7,526      2.24
     U.S. Government agency obligations     20,647        5.36     21,067      5.41     37,737       11.26     37,916     11.30
     Corporate notes                        13,805        3.58     14,093      3.62     45,723       13.64     45,592     13.59
     Tax exempt municipal bonds                  -        -             -      -             -           -          -      -
   Mortgage-related securities:
     FHLMC                                   9,767        2.53      9,965      2.56     16,608        4.96     16,669      4.97
     FNMA                                   16,121        4.18     16,155      4.15     20,502        6.12     20,282      6.04
     GNMA                                        4        -             4      -             -           -          -      -
     Private issues                            307        0.08        292      0.07        380        0.11        361      0.11
   Collateralized mortgage obligations:
     FHLMC                                   5,097        1.32      5,237      1.34          -           -          -         -
     FNMA                                   13,091        3.40     13,226      3.40     21,295        6.35     21,141      6.30
     GNMA                                    2,616        0.68      2,697      0.69          -        -             -      -
     Private issues                         19,030        4.94     19,493      5.00     33,274        9.93     33,278      9.92
                                        ----------       -----   --------     -----   --------       -----   --------     -----
       Total available for sale            305,049       79.12    307,206     78.86     226,612      67.61%   226,462     67.48
                                        ----------       -----   --------     -----   --------       -----   --------     -----

Held to maturity:
   Marketable securities:
     U.S. Treasury obligations               1,197        0.31      1,202      0.31        876        0.26        900      0.27

     U.S. Government agency obligations        501        0.13        493      0.13          -           -          -         -
   Mortgage-related securities:
     GNMA                                    2,391        0.62      2,532      0.65      3,599        1.07      3,703      1.10
     FHLMC                                  50,896       13.20     51,810     13.30     69,375       20.70     69,560     20.73
     FNMA                                   25,511        6.62     26,302      6.75     34,710       10.36     34,966     10.42
                                        ----------       -----   --------     -----   --------       -----   --------     -----
       Total held to maturity               80,496       20.88     82,339     21.14    108,560       32.39    109,129     32.52
                                        ----------       -----   --------     -----   --------       -----   --------     -----

       Total investment portfolio       $  385,545      100.00%  $389,545    100.00%  $335,172      100.00% $ 335,591    100.00%
                                        ==========      ======   ========    ======   =========     ======  =========    ======

                                       -------------------------------------------
                                                           1999
                                       -------------------------------------------
                                        Amortized     % of       Fair       % of
                                           Cost         Total      Value     Total
                                       ---------      -----   --------      -----

Available for sale:
   Short-term investments:
     Federal funds                       $ 58,118      11.33%  $  58,118     11.48%
        Money market funds                 22,224       4.33      22,224      4.39

     Eurodollars                              129       0.03        129       0.03

     Other                                    215       0.04        215       0.04

   FHLB stock                              12,825       2.50     12,825       2.53
   Equity investments                       1,864       0.36      1,715       0.34
   Marketable securities:
     U.S. Treasury obligations             10,026       1.96     10,024       1.98
     U.S. Government agency obligations    47,879       9.34     47,316       9.35
     Corporate notes                      102,341      19.96    101,444      20.05
     Tax exempt municipal bonds             1,405       0.27      1,405       0.28
   Mortgage-related securities:
     FHLMC                                 24,992       4.87     24,667       4.87
     FNMA                                  23,920       4.66     22,869       4.52
     GNMA                                       -          -          -          -
     Private issues                           439       0.09        429       0.08
   Collateralized mortgage obligations:
     FHLMC                                      -          -          -          -
     FNMA                                  26,350       5.14     25,832       5.10
     GNMA                                       -          -          -          -
     Private issues                        40,868       7.98     39,762       7.86
                                         --------      -----   --------      -----
       Total available for sale           373,595      72.86    368,974      72.90
                                         --------      -----   --------      -----

Held to maturity:
   Marketable securities:
     U.S. Treasury obligations              1,091       0.21       1,098      0.22

     U.S. Government agency obligations         -          -           -         -
   Mortgage-related securities:
     GNMA                                   5,191       1.02       5,262       1.04
     FHLMC                                 87,245      17.01      85,604      16.92
     FNMA                                  45,643       8.90      45,127       8.92
                                         --------      -----   --------      -----
       Total held to maturity             139,170      27.14     137,091      27.10
                                         --------      -----   --------      -----

       Total investment portfolio        $512,765     100.00%   $506,065     100.00%
                                         ========     ======    ========    =======

14

SOURCES OF FUNDS

GENERAL. Deposits have traditionally been the primary source of Home Savings' funds for use in lending and other investment activities. In addition to deposits, Home Savings derives funds from interest payments and principal repayments on loans and income on other earning assets. Loan payments are a relatively stable source of funds, while deposit inflows and outflows fluctuate in response to general interest rates and money market conditions. Home Savings may also borrow from the FHLB, as well as other suitable lenders, as a source of funds.

DEPOSITS. Deposits are attracted principally from within Home Savings' primary market area through the offering of a selection of deposit instruments, including regular passbook savings accounts, demand deposits, individual retirement accounts (IRAs), NOW accounts, money market accounts, and certificates of deposit. Interest rates paid, maturity terms, service fees, and withdrawal penalties for the various types of accounts are monitored weekly by the Executive Committee. Home Savings does not use brokers to attract deposits. The amount of deposits from outside Home Savings' primary market area is not significant.

The following table sets forth the dollar amount of deposits in the various types of accounts offered by Home Savings at the dates indicated:

                                                                        At December 31,
                                  ---------------------------------------------------------------------------------------
                                                    2001                                          2000
                                  -----------------------------------------      ----------------------------------------
                                                    Percent        Weighted                       Percent        Weighted
                                                    of total       average                        of total       average
                                     Amount         deposits         rate          Amount         deposits         rate
                                  -----------      ---------        ----          ---------     ----------         ----
                                                                   (Dollars in thousands)
Checking accounts:
     Interest-bearing              $  106,631         7.71%          1.98%        $  65,988         7.33%          1.05%
     Noninterest-bearing               36,176         2.61             -             17,573         1.95             -
Savings accounts                      257,417        18.61           2.22           199,680        22.18           2.28
Money market accounts                 151,251        10.93           3.50            80,004         8.89           4.35
                                  -----------      -------                        ---------     --------

Total transaction accounts            551,475        39.86             -            363,245        40.35              -

Certificates of deposit:
   4.00% or less                      212,067        15.33             -              1,594         0.18              -
   4.01% - 6.00%                      418,024        30.22             -            201,458        22.37              -
   6.01% - 8.00%                      201,852        14.59             -            333,893        37.08              -
   8.01% - 10.00%                           -            -             -                223         0.02              -
                                  -----------      -------          ----          ---------     --------            ---


Total certificates of deposit         831,943        60.14          4.99            537,168        59.65           6.07
                                  -----------      -------          ----          ---------     --------           ----

   Total deposits                  $1,383,418       100.00%        3.95%          $ 900,413       100.00%          4.61%
                                  ===========      =======         ====           =========       ======           ====

Total deposits increased by $483.0 million, or 53.6%, from December 31, 2000, to December 31, 2001.

15

The following table shows rate and maturity information for Home Savings' certificates of deposit at December 31, 2001:

                                                           At December 31, 2001
                                      ------------------------------------------------------------
                                                      Over          Over
                                        Up to      1 year to     2 years to
     Rate                             one year      2 years       3 years     Thereafter     Total
     ----                             --------   -- ---------  -- ---------   ----------     -----
                                                               (In thousands)

4.00% or less                        $  127,705     $  77,937    $  4,490      $   1,935   $ 212,067
4.01% to 6.00%                          302,558        77,592      20,651         17,223     418,024
6.01% to 8.00%                          110,596        52,937       5,335         32,984     201,852
8.01% to 10.00%                               -             -           -              -           -
Total certificates of deposit        $  540,859    $  208,466    $ 30,476       $ 52,142   $ 831,943
                                     ==========    ==========    ========       ========   =========
   Percent of total certificates
         of deposit                      65.01%       25.06%        3.66%         6.27%     100.00%

At December 31, 2001, approximately $540.9 million of Home Savings' certificates of deposit mature within one year. Based on past experience and Home Savings' prevailing pricing strategies, management believes that a substantial percentage of such certificates will be renewed with Home Savings at maturity. If, however, Home Savings is unable to renew the maturing certificates for any reason, borrowings of up to $528.0 million are available from the FHLB of Cincinnati.

The following table presents the amount of Home Savings' certificates of deposit of $100,000 or more by the time remaining until maturity at December 31, 2001:

          Maturity                             Amount
          --------                             ------
                                           (In thousands)

Three months or less                          $32,987
Over 3 months to 6  months                      20,492
Over 6 months to 12 months                      59,432
Over 12 months                                  52,917
                                           -----------

    Total                                    $ 165,828
                                           ===========

Based on past experience, management believes that a substantial percentage of the above certificates will be renewed with Home Savings at maturity.

16

The following table sets forth Home Savings' deposit account balance activity for the periods indicated:

                                           Year ended December 31,
                                       2001                   2000
                                   -----------            ------------
                                          (Dollars in thousands)

Beginning balance                  $   900,413              $ 834,087
Net increase in deposits               434,233                 32,301
                                   -----------              ---------
Net deposits before interest
   credited                          1,334,646                866,388
Interest credited                       48,772                 34,025
                                   -----------              ---------
Ending balance                     $ 1,383,418              $ 900,413
                                   ===========              =========

  Net increase                     $   483,005              $  66,326
                                   ===========              =========

  Percent increase                     53.64%                  7.95%

BORROWINGS. The FHLB system functions as a central reserve bank providing credit for its member institutions and certain other financial institutions. As a member in good standing of the FHLB of Cincinnati, Home Savings is authorized to apply for advances, provided certain standards of creditworthiness have been met. Under current regulations, an association must meet certain qualifications to be eligible for FHLB advances. The extent to which an association is eligible for such advances will depend upon whether it meets the Qualified Thrift Lender (QTL) test. If an association meets the QTL test, the association will be eligible for 100% of the advances it would otherwise be eligible to receive. If an association does not meet the QTL test, the association will be eligible for such advances only to the extent it holds specified QTL test assets. At December 31, 2001, Home Savings was in compliance with the QTL test. Home Savings may borrow up to $528.0 million from the FHLB, and had $228.0 million outstanding advances at December 31, 2001.

Butler Wick borrows on a secured basis to fund client receivables. Short-term bank loans bear interest at the federal funds rate plus 1% and are payable on demand. The loans are fully collateralized by marketable securities from both customers' margin accounts and securities owned by Butler Wick. Short-term borrowings also take the form of securities loaned to other broker/dealers. Short-term borrowings are available to Butler Wick to the extent of the loan value of the marketable securities.

COMPETITION

Home Savings faces competition for deposits and loans from other savings and loan associations, credit unions, banks and mortgage originators in Home Savings' primary market area. The primary factors in competition for deposits are customer service, convenience of office location and interest rates. Home Savings competes for loan originations primarily through the interest rates and loan fees it charges and through the efficiency and quality of services it provides to borrowers. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors which are not readily predictable.

Butler Wick offers retail brokerage, asset management, and trust services to clients primarily in northeastern Ohio and western Pennsylvania. In each of these businesses Butler Wick competes with both regional and national firms. As a full service broker, Butler Wick competes based on personal service rather than price. Butler Wick Asset Management Company and Butler Wick Trust Company are the only such locally owned and managed financial services providers.

EMPLOYEES

At December 31, 2001, Home Savings and Butler Wick had 553 and 170 full-time equivalent employees, respectively. Home Savings and Butler Wick believe that relations with their employees are good. Home Savings offers health, life and disability benefits to all employees, a 401(k) plan and an employee stock ownership plan for its eligible employees. Home Savings had a defined benefit pension plan, which was terminated effective July 31, 1999. Home Savings offered a post-retirement health plan for its eligible employees. The benefits of this plan were curtailed in 2000. Butler Wick offers health, life and disability benefits to all employees, a 401(k) plan, a profit sharing plan and a retention plan for

17

its eligible employees. None of the employees of Home Savings or Butler Wick are represented by a collective bargaining unit.

REGULATION

United Community is a unitary savings and loan holding company within the meaning of the Home Owners Loan Act, as amended (HOLA), and is subject to regulation, examination, and oversight by the OTS, although there are generally no restrictions on the activities of United Community unless the OTS determines that there is reasonable cause to believe that an activity constitutes a serious risk to the financial safety, soundness, or stability of Home Savings. Home Savings is subject to regulation, examination, and oversight by the OTS, the Division and the FDIC, and is also subject to certain provisions of the Federal Reserve Act. Butler Wick is subject to regulation by the SEC and NASD Regulation, Inc. United Community, Home Savings and Butler Wick are also subject to the provisions of the Ohio Revised Code applicable to corporations generally, including laws which restrict takeover bids, tender offers and control-share acquisitions involving public companies which have significant ties to Ohio.

The OTS, the FDIC, the Division, the SEC and the NASD each have various powers to initiate supervisory measures or formal enforcement actions if United Community or the subsidiary they regulate does not comply with applicable regulations. If the grounds provided by law exist, the OTS, the FDIC or the Division may place Home Savings in conservatorship or receivership. Home Savings is also subject to regulatory oversight under various consumer protection and fair lending laws which govern, among other things, truth-in-lending disclosures, equal credit opportunity, fair credit reporting and community reinvestment. Failure to abide by federal laws and regulations governing community reinvestment could limit the ability of Home Savings to open a new branch or engage in a merger.

Federal law prohibits Home Savings from making a capital distribution to anyone or paying management fees to any person having control of Home Savings if, after such distribution or payment, Home Savings would be undercapitalized. In addition, Home Savings may not pay any dividends if, as a result, its net worth would be reduced below the amount required to be maintained for the liquidation account established in connection with its mutual to stock conversion. Home Savings must file an application with, and obtain approval from, the OTS (i) if the proposed distribution would cause total distributions for the calendar year to exceed net income for that year to date plus Home Savings' retained net income for that year to date plus the retained net income for the preceding two years; (ii) if Home Savings would not be at least adequately capitalized following the capital distribution; (iii) if the proposed distribution would violate a prohibition contained in any applicable statute, regulation or agreement between Home Savings and the OTS or the FDIC, or any condition imposed on Home Savings in an OTS-approved application or notice. If Home Savings is not required to file an application, it must file a notice of the proposed capital distribution with the OTS. Home Savings did not pay any dividends to United Community in 2001. In January, 2000, Home Savings paid a dividend to United Community of $158.0 million, which was used to pay a portion of a $185.0 million loan related to the $6.00 per share special capital distribution in 1999.

Loans by Home Savings to executive officers, directors, and principal shareholders and their related interests must conform to the lending limit on loans to one borrower, and the total of such loans to executive officers, directors, principal shareholders, and their related interests cannot exceed specified limits. Most loans to directors, executive officers, and principal shareholders must be approved in advance by a majority of the "disinterested" members of the Board with any "interested" director not participating. All loans to directors, executive officers, and principal shareholders must be made on terms substantially the same as offered in comparable transactions with the general public or as offered to all employees in a company-wide benefit program, and loans to executive officers are subject to additional limitations. All other transactions between Home Savings and its affiliates must comply with Sections 23A and 23B of the Federal Reserve Act (FRA). United Community and Butler Wick are affiliates of Home Savings for this purpose.

Under federal law and regulations, no person, directly or indirectly, or acting in concert with others, may acquire control of Home Savings or United Community without 60 days' prior notice to the OTS. "Control" is generally defined as having more than 25% ownership or voting power; however, ownership or voting power of more than 10% may be deemed "control" if certain factors are in place. If the acquisition of control is by a company, the acquiror must obtain approval, rather than give notice, of the acquisition as a savings and loan holding company. In addition, any merger of Home Savings must be approved by the OTS as well as the Division. Further, any merger of United Community in which United Community is not the resulting company must also be approved by both the OTS and the Division.

18

ITEM 2. DESCRIPTION OF PROPERTY

The following table sets forth certain information at December 31, 2001, regarding the properties on which the main office, the branch offices and the loan production offices of Home Savings are located:

                                           Owned or             Year          Net book
Location                                    Leased             opened            value         Deposits
--------                                   --------            ------         --------         --------
                                                                                   (In thousands)

275 Federal Plaza West                      Owned               1919             $ 1,294         $ 81,681
Youngstown, Ohio

32 State Street                             Owned               1916                 270           96,690
Struthers, Ohio

4005 Hillman Way                            Owned               1958                 423           97,268
Boardman, Ohio

650 East State Street                       Owned               1925                 149           82,733
Salem, Ohio

6000 Mahoning Avenue                        Leased              1959                   7           86,713
Austintown, Ohio

7525 Market Street                          Owned               1971                 478          128,029
Boardman, Ohio

4259 Kirk Road                              Owned               1975                 528          102,909
Austintown, Ohio

202 South Main Street                       Owned               1975                 411           94,046
Poland, Ohio

3500 Belmont Avenue                         Owned               1976                 279           82,831
Youngstown, Ohio

29 North Broad Street                       Owned               1977                 253           48,483
Canfield, Ohio

980 Great East Plaza                        Leased              1980                   8           29,489
Niles, Ohio

One University Plaza                        Leased              2000                  14            1,010
1059-1060 Kilcawley Center
Youngstown, Ohio

127 North Market Street                     Owned               1987                  97           33,405
East Palestine, Ohio

210 West Lincoln Way                        Owned               1987                 296           20,447
Lisbon, Ohio

2996 McCartney Road                         Leased              2000                  97            3,452
Youngstown, Ohio

14825 South Avenue Ext.                     Owned               1997                 728           29,573
Columbiana, Ohio

4625 North River Road                       Owned               2000               1,133           23,460
Warren, Ohio

19

                                           Owned or             Year           Net book
Location                                    Leased             Opened            value          Deposits
--------                                   --------            ------          --------         --------
                                                                                    (In thousands)
30 East Main Street                         Owned               1994               1,050         35,905
Ashland, Ohio

203 North Sandusky Street (1)               Owned               1993                  87          N/A
Bellevue, Ohio

211 North Sandusky Street                   Owned               1972                 525         62,462
Bellevue, Ohio

255 North Main Street                       Owned               1975                  89         12,777
Clyde, Ohio

1500 Bright Road                            Owned               1993                 926         19,234
Findlay, Ohio

321 West State Street                       Owned               1987                 159         19,505
Fremont, Ohio

40 East Main Street                         Owned               1999                 329         14,751
Lexington, Ohio

50 West Main Street (3)                     Owned               1976                 594         51,561
Norwalk, Ohio

51 West Main Street (2)(3)                  Owned               1992
Norwalk, Ohio

4112 Milan Road                             Owned               1988                 385         20,238
Sandusky, Ohio

48 East Market Street                       Owned               1983                 293         57,299
Tiffin, Ohio

796 West Market Street                      Owned               1990                 193         9,091
Tiffin, Ohio

301 Myrtle Avenue                           Owned               1977                 128         38,004
Willard, Ohio

121 Blossom Centre                          Leased                -                    -          720
Willard, Ohio

3690 Orange Place                           Leased              2000                   3          N/A
Beachwood, Ohio

6011 Navarre Road, S.W.                     Leased              2000                   -          N/A
Canton, Ohio

8500 Station St., #250                      Leased              2000                   -          N/A
Mentor, Ohio

Pointe View Professional Park               Leased              2000                   -          N/A
4831 Darrow Rd. #106
Stow, Ohio

(1) Office facility of appraisal staff.
(2) Drive-up facility only.
(3) Book value and deposit totals are combined for the two Norwalk offices.

20

The following table sets forth certain information at December 31, 2001, regarding the properties on which the main office and the branch offices of Butler Wick are located:

                                           Owned or             Year
Location                                    Leased             opened
--------                                    ------             ------

City Center One Bldg., Suite 700            Leased              1926
Youngstown, OH 44503

960 W. State Street                         Leased              1959
Alliance, OH 44601

1284 Liberty Street                         Leased              1932
Franklin, PA 16322

1 E. State Street                           Leased              1932
Sharon, PA 16146

25651 Detroit Road                          Leased              1990
Cleveland, OH 44145

3685 Stutz Drive, Suite 201                 Leased              1999
Canfield, OH 44406

149 N Water Street                          Leased              1981
Kent, OH 44240

Howland Professional Centre                 Leased              1932
425 Niles-Cortland Road SE
Bldg. A, Suite 201
Warren, Ohio

Howland Professional Centre                 Leased              2000
425 Niles-Cortland Road SE
Bldg. A, Suite 202
Warren, Ohio

4522 Fulton Drive NW                        Leased              1990
Canton, OH 44718

100 S. Broadway, 2nd Floor                  Leased              1956
Salem, OH 44460

ITEM 3. LEGAL PROCEEDINGS

United Community is not presently involved in any material legal proceedings. From time to time, United Community is a party to legal proceedings incidental to its business to enforce its security interest in collateral pledged to secure loans made by Home Savings and incidental to its securities business offered by Butler Wick.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

21

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The information contained in the 2001 Annual Report to Shareholders of United Community (Annual Report) under the caption "Market Price and Dividends" is incorporated herein by reference and attached hereto as part of Exhibit 13.

As of March 19, 2002, there were approximately 14,022 registered holders of United Community stock.

ITEM 6. SELECTED FINANCIAL DATA

The information contained in the Annual Report under the caption "Selected Financial Data and Other Data" is incorporated herein by reference and attached hereto as part of Exhibit 13.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in the Annual Report under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" is incorporated herein by reference and attached hereto as part of Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in the Annual Report under the caption "Asset and Liability Management and Market Risk" is incorporated herein by reference and attached hereto as part of Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The Consolidated Financial Statements appearing in the Annual Report and the report of Crowe Chizek and Company LLP dated February 8, 2002, are incorporated herein by reference and attached hereto as part of Exhibit 13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information contained in the Proxy Statement for the 2002 Annual Meeting of Shareholders of United Community (Proxy Statement), filed with the Securities and Exchange Commission (Commission) on March 26, 2002, under the captions "Proposal One - Election of Directors" and "Executive Officers," is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information contained in the Proxy Statement under the caption "Compensation of Executive Officers and Directors - Certain Transactions" is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained in the Proxy Statement under the caption "Voting Securities and Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

22

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the Proxy Statement under the caption "Compensation of Executive Officers and Directors" is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) EXHIBITS

3.1 Articles of Incorporation

3.2 Amended Code of Regulations

10 Material Contracts

11 Statement Regarding Computation of Per Share Earnings

13 Portions of the 2001 Annual Report to Shareholders

16 Letter regarding change in certifying accountants

20 Proxy Statement for 2002 Annual Meeting of Shareholders

21 Subsidiaries of Registrant

23.1 Crowe, Chizek and Company LLP Consent

23.2 Deloitte and Touche LLP Consent

99 Independent Auditors' Report from Deloitte and Touche LLP

(b) FINANCIAL STATEMENT SCHEDULES. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(c) REPORTS ON FORM 8-K. On October 17, 2001 form 8-K was filed for Item 5, Other Events, providing the third quarter financial information news release.

23

SIGNATURES

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

UNITED COMMUNITY FINANCIAL CORP.

By:  /S/  Douglas M. McKay
     ------------------------------
     Douglas M. McKay, President
     (Duly Authorized Representative)

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

/S/ Douglas M. McKay                                     /S/ Richard M. Barrett
------------------------------------------------         ---------------------------------------------------
Douglas M. McKay, President and Director                 Richard M. Barrett, Director

Date:  March 29, 2002                                    Date:  March 29, 2002



/S/ John F. Zimmerman, Jr.                               /S/ Donald J. Varner
------------------------------------------------         ---------------------------------------------------
John F. Zimmerman, Jr., Director                         Donald J. Varner, Director

Date  March 29, 2002                                     Date:  March 29, 2002



/S/ Herbert F. Schuler, Sr.                              /S/ Patrick A. Kelly
------------------------------------------------         ---------------------------------------------------
Herbert F. Schuler, Sr., Director                        Patrick A. Kelly, Treasurer (Principal Financial
                                                         Officer)

Date:  March 29, 2002                                    Date:  March 29, 2002



/S/ Thomas J. Cavalier
------------------------------------------------
Thomas J. Cavalier, Director

Date:  March 29, 2002

24

                                INDEX TO EXHIBITS


Exhibit Number
--------------
3.1  Articles of Incorporation                                   Incorporated  by reference to the  Registration  Statement on
                                                                 Form S-1 filed by United  Community  on March 13,  1998 (S-1)
                                                                 with the Securities and Exchange  Commission  (SEC),  Exhibit
                                                                 3.1

3.2  Amended Code of Regulations                                 Incorporated  by  reference  to the 1998 10-K filed by United
                                                                 Community on March 31, 1999, Exhibit 3.2

10.1  The Home Savings and Loan Company of Youngstown,
      Ohio Employee Stock Ownership Plan

10.2  Employment Agreement between The Home Savings             Incorporated by reference to the 2000 10-K filed by United
      and Loan Company of Youngstown, Ohio and Douglas          Community on March 30, 2001, Exhibit 10.2
      M. McKay, dated December 29, 2000.

10.3  Employment Agreement between The Home Savings             Incorporated by reference to the 2000 10-K filed by United
      and Loan Company of Youngstown, Ohio and Donald           Community on March 30, 2001, Exhibit 10.3
      J. Varner, dated December 29, 2000.

10.4  Employment Agreement between The Home Savings             Incorporated by reference to the 2000 10-K filed by United
      and Loan Company of Youngstown, Ohio and Patrick A.       Community on March 30, 2001, Exhibit 10.4
      Kelly, dated December 29, 2000.

10.5  Employment Agreement between Butler Wick Corp.             Incorporated  by  reference  to the 1999 10-K filed by United
      and Thomas J. Cavalier, dated August 12, 1999              Community on March 29, 2000, Exhibit 10.5

10.6  Employment Agreement between The Home Savings              Incorporated by reference to the 2000 10-K filed by United
      and Loan Company of Youngstown, Ohio and David G. Lodge,   Community on March 30, 2001, Exhibit 10.6
      dated December 29, 2000.

10.7  Employment Agreement between The Home Savings              Incorporated by reference to the 2000 10-K filed by United
      and Loan Company of Youngstown, Ohio and Patrick W.        Community on March 30, 2001, Exhibit 10.7
      Bevack, dated December 29, 2000.

11    Statement Regarding Computation of Per Share Earnings      Incorporated by reference to Note 19 to the Financial
                                                                 Statements included in the Annual Report in Exhibit 13

13     Portions of the 2001 Annual Report to Shareholders

20     Proxy Statement for 2002 Annual Meeting of                Incorporated by reference to the Proxy Statement, filed with
       Shareholders                                              the Securities and Exchange Commission on March 26, 2002.

21     Subsidiaries of Registrant

23.1   Crowe, Chizek and Company LLP Consent

23.2   Deloitte and Touche LLP Consent

99     Independent Auditors' Report from Deloitte and Touche LLP

25

EXHIBIT 10.1

EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

                                                                                                     PAGE
                                                                                                     ----

SECTION 1 - PARTICIPATION..............................................................................2
         1.01     Eligibility Requirements.............................................................2
         1.02     Service for Eligibility..............................................................2
         1.03     Effect of Rehire on Prior Eligibility Service........................................2

SECTION 2 - CONTRIBUTIONS..............................................................................3
         2.01     Regular Employer Contributions.......................................................3
         2.02     Employer Contribution to Reduce Loan Obligation......................................3
         2.03     Rollover Contributions/Participant Contributions.....................................3
         2.04     Limitations on Annual Additions......................................................3
         2.05     Corrective Adjustments...............................................................4
         2.06     Limitation on Reversion of Contributions.............................................5

SECTION 3 - ALLOCATION OF EMPLOYER CONTRIBUTIONS.......................................................6
         3.01     Allocation of Regular Contributions and Forfeitures..................................6
         3.02     Allocation of Employer Shares Purchased with Proceeds of Plan Loan...................6
         3.03     Special Restriction on Allocation....................................................6

SECTION 4 - PARTICIPANTS' ACCOUNTS.....................................................................7
         4.01     Establishment of Employer Contributions Accounts.....................................7
         4.02     Establishment of Suspense Account (Effective on and after January 1, 1998 and
                  prior to October 15, 1999)...........................................................7
         4.02     Establishment of Suspense Account (Effective on and after October 15, 1999)..........7

SECTION 5 - PLAN INVESTMENTS...........................................................................9
         5.01     Primary Investment...................................................................9
         5.02     Diversification Requirements.........................................................9

SECTION 6 - VALUATION OF PARTICIPANTS' ACCOUNTS.......................................................11
         6.01     Valuations..........................................................................11
         6.02     Method of Adjustment................................................................11


SECTION 7 - RETIREMENT BENEFITS.......................................................................12
         7.01     Eligibility for Retirement..........................................................12

i

SECTION 8 - DEATH BENEFITS............................................................................13
          8.01    Eligibility for Death Benefit.......................................................13
          8.02    Designation of Beneficiary..........................................................13
          8.03    Distribution of Deathz Benefit......................................................14


SECTION 9 - DISABILITY BENEFITS.......................................................................15
          9.01    Amount of Disability Benefit........................................................15
          9.02    Determination of Total and Permanent Disability.....................................15


SECTION 10 - TERMINATION OF EMPLOYMENT BENEFITS.......................................................16
         10.01    Amount of Benefits Upon Termination of Employment...................................16


SECTION 11 - VESTING..................................................................................17
         11.01    Determination of Vested Benefits....................................................17
         11.02    Full Vesting at Normal Retirement Age...............................................17
         11.03    Service for Vesting.................................................................17
         11.04    Effect of Break in Service on Vesting...............................................17
         11.05    Forfeitures.........................................................................18


SECTION 12 - PAYMENT OF BENEFITS......................................................................19
         12.01    Method of Payment...................................................................19
         12.02    Timing of Payments..................................................................19
         12.03    Distributions After Death...........................................................20
         12.04    Consent and Cash-Out Requirements...................................................21
         12.05    Eligible Rollover Distributions.....................................................22
         12.06    Put Option..........................................................................23
         12.07    Right of First Refusal..............................................................24
         12.08    Installment Distributions...........................................................24

SECTION 13 - TRUST AGREEMENT..........................................................................26
         13.01    Description of Trust Agreement......................................................26


SECTION 14 - PLAN ADMINISTRATION......................................................................27
         14.01    Plan Administrator..................................................................27
         14.02    Duties of Plan Administrator........................................................27
         14.03    Interpretation of Document..........................................................27


SECTION 15 - AMENDMENT AND TERMINATION................................................................28
         15.01    Sponsor's Right to Amend or Terminate the Plan......................................28


SECTION 16 - DISTRIBUTIONS ON PLAN TERMINATION........................................................29
         16.01    Full Vesting on Plan Termination....................................................29
         16.02    Payment on Plan Termination.........................................................29

ii

         16.03    Discontinuance of Contributions; Partial Termination of Plan........................29


SECTION 17 - CREDITORS OF PARTICIPANTS................................................................30
         17.01    Non-Assignability...................................................................30
         17.02    Qualified Domestic Relations Orders.................................................30


SECTION 18 - CLAIMS PROCEDURES........................................................................31
         18.01    Filing a Claim for Benefits.........................................................31
         18.02    Denial of Claim.....................................................................31
         18.03    Remedies Available to Claimants.....................................................31


SECTION 19 - TOP HEAVY RULES..........................................................................33
         19.01    Definitions.........................................................................33
         19.02    Top Heavy Status....................................................................34
         19.03    Minimum Contributions...............................................................35
         19.04    Top Heavy Vesting...................................................................35


SECTION 20 - VOTING RIGHTS............................................................................37
         20.01    Participant Voting Rights with Respect to Allocated Shares..........................37
         20.02    Participant Voting Rights with Respect to Unallocated Shares........................37


SECTION 21 - EXEMPT LOANS.............................................................................38
         21.01    Authority to Borrow.................................................................38
         21.02    Requirements for Plan Loans.........................................................38


SECTION 22 - MISCELLANEOUS............................................................................40
         22.01    Employer's Right to Terminate Employees.............................................40
         22.02    Gender and Number...................................................................40
         22.03    Merger or Consolidation.............................................................40
         22.04    Named Fiduciaries...................................................................40
         22.05    Limitations on Payment; Missing Participant.........................................40
         22.06    Additional Service Credits..........................................................41
         22.07    Uniformed Services Employment and Reemployment Rights Act...........................41
         22.08    Nonterminable Protections and Rights................................................41
         22.09    Dividends...........................................................................41
         22.10    Use of Return of Capital with Respect to Employer Shares............................42
         22.11    Minimum Distributions...............................................................42
         22.12    Qualified Transportation Fringe Compensation........................................42
         22.13    Mistakes or Misstatements...........................................................42


SECTION 23 - DEFINITIONS..............................................................................44

iii

UNITED COMMUNITY FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN

United Community Financial Corp. (the "Sponsor") hereby adopts, as of the Effective Date, the following amended and restated employee stock ownership plan (hereinafter referred to as the "Plan"). The Plan will be maintained for the exclusive benefit of the Employer's eligible Employees and, where applicable, the Beneficiaries of such Employees. It is intended that the Plan, together with the Trust Agreement, will comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended. The Plan was originally effective as of January 1, 1998.

Unless otherwise provided in the terms of this amended and restated Plan, the vested interest of a Participant who terminated employment is determined by the provisions of the Plan in effect on the date the Participant terminated employment.


                            SECTION 1 - PARTICIPATION

1.01          ELIGIBILITY REQUIREMENTS

              Each Employee of the Employer who is classified by the Employer as

a "part-time employee" shall be eligible to participate in the Plan on the Entry Date coinciding with or first following the date on which he has completed a Year of Eligibility Service and has attained age 20. A part-time Employee shall also be given credit for all Years of Eligibility Service with an Affiliate which is not a participating employer.

Each Employee of the Employer who is classified by the Employer as a full-time Employee shall be eligible to participate in the Plan on the Entry Date coinciding with or first following the date on which he has completed 6 months of service and has attained age 20. A full-time employee will be given credit for a month of service if such full-time employee is employed by the Employer or an Affiliate at any time during such month.

An individual who ceases to be classified by the Employer as an Employee but who remains actively employed by the Employer or an Affiliate will not be treated as being eligible to receive a distribution from the Plan pursuant to Section 10.01 until his termination of employment from the Employer and all Affiliates.

1.02 SERVICE FOR ELIGIBILITY

An Employee will be credited with a "Year of Eligibility Service" on the last day of an Eligibility Computation Period in which he is credited with at least 1,000 Hours of Service. An Employee's "Eligibility Computation Period" is a 12-month period beginning on his Employment Commencement Date or, to the extent necessary, any anniversaries of such Employment Commencement Date.

1.03 EFFECT OF REHIRE ON PRIOR ELIGIBILITY SERVICE

A former Participant who is reemployed by the Employer following the termination of his employment with the Employer and all Affiliates will participate in the Plan on the date of his reemployment with the Employer, provided that he is classified as an Employee on such date.

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                            SECTION 2 - CONTRIBUTIONS

2.01          REGULAR EMPLOYER CONTRIBUTIONS

              Subject to its right to terminate or amend the Plan, for each Plan

Year, the Employer may contribute and pay to the Trustee of the Trust Fund created for the purpose of carrying out this Plan a contribution in cash or in Employer Shares as the Board of Directors of the Sponsor may in its discretion determine.

The amount of such contribution by the Employer to be paid to the Plan in any year will be such amount as the Board of Directors of the Sponsor may in its discretion determine, provided, however, that in any year, the amount contributed pursuant to this section will not exceed the maximum amount deductible from the Employer's income for such year under Section 404(a)(3) of the Code.

2.02 EMPLOYER CONTRIBUTION TO REDUCE LOAN OBLIGATION

Subject to its right to terminate or amend the Plan, in addition to the contributions authorized by Section 2.01, the Employer may in its discretion contribute amounts sufficient to enable the Trustee to pay, on or before the due date thereof, each installment of principal and interest on a Plan loan used to acquire Employer Shares, as further described in Section 21, provided that the amounts contributed in any year by the Employer pursuant to this Section 2.02 will not exceed the maximum amount deductible from the Employer's income for such year under Section 404(a)(9) of the Code.

2.03 ROLLOVER CONTRIBUTIONS/PARTICIPANT CONTRIBUTIONS

Neither rollover contributions nor Participant contributions to the Plan are permitted.

2.04 LIMITATIONS ON ANNUAL ADDITIONS

Annual Additions to each Participant's Account will not exceed the lesser of (a) $30,000, or such increased amount as permitted by the Secretary of the Treasury; or (b) 25% of the Participant's Section 415 Limit Compensation paid or made available for a Limitation Year. If the Annual Additions allocated to a Participant's Account for a Limitation Year is in excess of the limitations set forth in this paragraph, such excess will be considered an "excess Annual Addition."

For the purpose of this section, Section 2.04, "Section 415 Limit Compensation" means compensation as defined in Treasury Regulation Section 1.415-2(d)(1)-(3), or one of the alternative definitions of compensation set forth in Treasury Regulation Section 1.415-2(d)(11)(i) or (ii), as selected by the Plan Administrator.

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For the purpose of this section, Section 415 Compensation will include "elective deferrals," as such term is defined by Section 402(g)(3) of the Code, and amounts contributed or deferred at the election of the Participant by the Employer that are not includable in the gross income of the Participant by reason of Section 125, Section 457, or for Limitation Years commencing on and after January 1, 2001, Section 132(f)(4) of the Code.

The following paragraphs of this section are effective for all Limitation Years prior to the first Limitation Year commencing on or next following January 1, 2000. If the Participant is, or was, covered under a defined benefit plan and a defined contribution plan maintained by the Employer or an Affiliate, the sum of the Participant's defined benefit plan fraction and defined contribution plan fraction may not exceed 1.0 in any Limitation Year.

The defined benefit plan fraction is a fraction, the numerator of which is the sum of the Participant's Projected Annual Benefits under all defined benefit plans (whether or not terminated) maintained by the Employer or an Affiliate, and the denominator of which is the lesser of (i) 1.25 times the dollar limitation of Code Section 415(b)(1)(A) in effect for the Limitation Year; or (ii) 1.4 times the Participant's average compensation for the three consecutive years that produced the highest average.

The defined contribution plan fraction is a fraction, the numerator of which is the sum of the Annual Additions to the Participant's Account under all defined contribution plans maintained by the Employer (whether or not terminated) or an Affiliate for the current and all prior Limitation Years, and the denominator of which is the sum of the lesser of the following amounts determined for such year and for each prior Year of Service with the Employer or an Affiliate: (i) 1.25 times the dollar limitation in effect under Code Section 415(c)(1)(A); or (ii) 1.4 times the amount that may be taken into account under Code Section 415(c)(1)(B).

For any years in which the Plan is "top heavy," "1.0" will be substituted for "1.25" in the preceding two paragraphs.

If, in any Limitation Year, the sum of the defined benefit plan fraction and the defined contribution plan fraction exceeds 1.0, the rate of benefit accruals under the defined benefit plan will be reduced so that the sum of the fractions equals 1.0.

2.05 CORRECTIVE ADJUSTMENTS

If, as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant's annual compensation, or under other limited facts and circumstances that the Commissioner will specify, an excess Annual Addition exists, such excess will be disposed of by reducing contributions made by the Employer and allocated to the Participant's Account for the applicable Limitation Year in the next and succeeding Limitation Years until such excess is reduced. If an excess Annual Addition exists at the end of the Limitation Year and the Participant was not covered by the Plan as of the last day of such Limitation Year, such excess will be treated

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as a forfeiture to be held unallocated in a suspense account and applied to reduce contributions made by the Employer for all remaining Participants in the next and succeeding Limitation Years prior to any contributions being made by the Employer to the Plan for such year.

If an excess Annual Addition exists as a result of a Participant being a participant in another defined contribution plan maintained by the Employer or Affiliate, the excess Annual Addition will be treated in accordance with this Section 2.05 unless treated as an excess annual addition in the other plan.

2.06 LIMITATION ON REVERSION OF CONTRIBUTIONS

Prior to the satisfaction of all liabilities to Participants and Beneficiaries, except as provided in paragraphs (a) through (d) below, all assets of the Trust Fund will be held for the exclusive benefit of Participants and their Beneficiaries and may not revert to the Employer.

(a) In the event any contribution made by the Employer to the Plan is made based upon a mistake of fact, such contribution may be returned to the Employer within one year after the date it was contributed to the Plan.

(b) In the event that the Office of District Director of the Internal Revenue Service, upon initial application of the Sponsor for approval of the Plan, and after an opportunity has been given the Sponsor to make any changes to the Plan and Trust Agreement which may be suggested by such office for approval of the Plan and Trust Agreement, rules that the Plan and Trust Agreement fail to qualify as tax exempt under Sections 401 and 501 of the Code, then the Plan and Trust Agreement will become null and void and the then market value of the contributions made by the Employer to the Trust prior to the date of such initial determination as to qualification will be returned by the Trustee within one year of the date of denial of qualification. This paragraph
(b) will not be applicable unless the application by the Employer is made by the time prescribed by law for filing the Employer's tax return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.

(c) In the event that a contribution made by the Employer to the Plan is disallowed as a tax-deductible expense under Section 404 of the Code, then such contribution, to the extent that the deduction is disallowed, less the net losses, if any, attributed thereto, will be returned to the Employer within one year after the disallowance of the deduction.

(d) In the event that the Plan is terminated, all amounts held in a suspense account will be allocated to the Accounts of active Participants in a nondiscriminatory manner, as determined by the Plan Administrator. To the extent that any amounts held in the suspense account cannot be allocated due to the application of Section 415 of the Code, the excess amounts will be treated as a reversion and distributed to the Sponsor or Employer after the payment to Participants and Beneficiaries of their Account.

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                SECTION 3 - ALLOCATION OF EMPLOYER CONTRIBUTIONS

3.01          ALLOCATION OF REGULAR CONTRIBUTIONS AND FORFEITURES

              As of the last day of each Plan Year, the Employer's regular

contribution made pursuant to this Section 3.01, and any Forfeitures available for such year, will be allocated to the Accounts of Participants who are both
(a) credited with at least 1,000 Hours of Service during the Plan Year while an Employee; and (b) are actively employed by the Employer on the last day of the Plan Year. The amount allocated to the Account of a Participant entitled to share in the allocation pursuant to this Section 3.01 for the Plan Year will be in the same proportion to the total amounts available for allocation as the Compensation of such eligible Participant for the Plan Year bears to the Compensation of all eligible Participants for such Plan Year.

3.02          ALLOCATION OF EMPLOYER SHARES PURCHASED WITH PROCEEDS OF PLAN
              LOAN

              Employer Shares purchased with the proceeds of a Plan loan will be

held in a suspense account and allocated to eligible Participants' Employer Contributions Accounts as such loans are reduced and such Shares are released. Each year the number of Employer Shares released under all Plan loans will be allocated to each eligible Participant's Employer Contributions Account in the same manner as the Employer's regular contribution is allocated pursuant to
Section 3.01. Employer Shares described in this Section 3.02 will be released pursuant to one of the methods referenced in Section 21.02(f).

3.03 SPECIAL RESTRICTION ON ALLOCATION

Notwithstanding any provision contained herein, no portion of the assets of the Plan attributable to Employer Shares acquired by the Plan in a sale to which Section 1042 of the Code applies may be allocated, either directly or indirectly, (a) to the Employer Contributions Account of a Participant who owns, after application of Section 318(a) of the Code, more than 25% of either
(i) any class of outstanding stock of the Employer; or (ii) the total value of any outstanding stock of the Employer; or (b) during the "non-allocation period"
[as defined in Code Section 409(n)], to the Employer Contributions Account of a Participant who makes an election under Code Section 1042(a) with respect to Employer Shares or to any person "related" to such Participant, within the meaning of Code Section 267(b).

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                       SECTION 4 - PARTICIPANTS' ACCOUNTS

4.01          ESTABLISHMENT OF EMPLOYER CONTRIBUTIONS ACCOUNTS

              The Plan Administrator will establish and maintain an Employer

Contributions Account for each Participant to record:

(a) his share of the Employer contributions and Forfeitures allocated under Section 3; and

(b) his share of the net income, or net losses, resulting from the investment thereof.

The Plan Administrator may establish other accounts for the benefit of a Participant to the extent it deems necessary for the proper administration of the Plan.

4.02          ESTABLISHMENT OF SUSPENSE ACCOUNT (EFFECTIVE ON AND AFTER
              JANUARY 1, 1998 AND PRIOR TO OCTOBER 15, 1999)

              The Plan Administrator will establish and maintain a suspense

account to record the number of Employer Shares encumbered under all outstanding Plan loans. As described in Section 3.02, Employer Shares will be transferred from the suspense account and allocated to the Participants' Employer Contributions Accounts as such Shares are released from encumbrance.

4.02          ESTABLISHMENT OF SUSPENSE ACCOUNT (EFFECTIVE ON AND AFTER
              OCTOBER 15, 1999)

              The Plan Administrator shall establish and maintain a suspense

account to record the number of Employer Shares, or the proceeds of such shares, encumbered under all outstanding Plan loans. To the extent amounts held in the suspense account represent monies received as a result of a transaction classified by the Sponsor as a "return of capital," the Plan Administrator shall, as soon as administratively practicable after the receipt of such monies, direct the trustee to purchase additional Employer Shares (referred to as "Additional Employer Shares").

Solely for the purpose of Section 21.02(f), to the extent that all monies representing the return of capital have not been used to purchase Employer Shares by the last day of the Plan Year immediately following the date such monies are credited to the suspense account, the "number of encumbered securities held immediately before release" will be deemed to be increased by the number of Employer Shares actually purchased by the monies representing the return of capital (plus earnings and dividends on such amounts) during the period beginning on the first day of the following Plan Year and ending on the last day of second month of such following Plan Year.

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As described in Section 3.02, Employer Shares shall be transferred from the suspense account and allocated to the Participants' Employer Contributions Account as such Shares are released from encumbrance under the terms of the applicable Plan loans. Additional Employer Shares shall be transferred from the suspense account and allocated to the Participants' Employer Contributions Accounts at the same time and in the same proportion as Employer Shares.

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                          SECTION 5 - PLAN INVESTMENTS

5.01          PRIMARY INVESTMENT

              The Plan is intended to be a stock bonus plan under Section 401(a)

of the Code and is hereby designated to be an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code. As an employee stock ownership plan, the Plan will invest primarily in Employer Shares. Any Plan assets not invested in Employer Shares will be invested in accordance with the provisions of the Trust Agreement. To this end, the Plan Administrator shall appoint an investment committee to direct the investment of Plan assets not invested in Employer Shares.

5.02 DIVERSIFICATION REQUIREMENTS

(a) A Participant who has completed at least ten years of participation in the Plan and who has attained age 55 may elect, within the first 90 days of each of the six Plan Years immediately following the Plan Year in which he first satisfies such requirements (the "election period"), to direct the Plan as to the investment of up to 25% of the total balance of his Account attributable to Employer Shares (to the extent such 25% portion exceeds the amount to which a prior election under this paragraph applies). In the case of the Plan Year in which the Participant can make his last such election, the preceding sentence will be applied by substituting "50%" for "25%." The Participant's direction will be provided to the Plan Administrator in writing. The Plan Administrator may elect to exclude from the requirements of this
Section 5.02: (i) all Employer Shares acquired by the Plan on or before December 31, 1986; or (ii) to the extent the market value of the Employer Shares held on behalf of a Participant in his Account as of a Valuation Date applicable to the election period does not exceed $500, such Employer Shares.

(b) To the extent the diversification requirements of this Section 5.02 are applicable to a Participant, the Plan may, notwithstanding Section 409(d) of the Code:

(i) distribute the portion of the Participant's Account directed by the Participant within the first 180 days of the Plan Year in which the election is made. Such distribution will be subject to the requirements of Code Section 411(a)(11)(A);

(ii) offer at least three investment options (other than Employer Shares) to each Participant and, if the Participant so elects, by investing, within the first 180 days of the Plan Year in which the election is made, the amount of the Participant's diversification election in the option(s) selected by the Participant; or

(iii) provide a Participant with the opportunity to transfer a portion of his Account to another qualified defined contribution plan of the Employer

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that offers at least three (3) investment options (other than Employer Shares) and, if the Participant so elects, by transferring, within the first 180 days of the Plan Year in which the election is made, the amount of the Participant's diversification election in the option(s) selected by the Participant. Such transfer will comply with Code Sections 414(l), 411(d)(6) and 401(a)(11).

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                 SECTION 6 - VALUATION OF PARTICIPANTS' ACCOUNTS

6.01          VALUATIONS

              As of each Valuation Date, the Plan Administrator will obtain the

value of the assets of the Trust Fund from the Trustee on the basis of the market value of the assets of the Trust Fund. On the basis of such valuation, the Participants' Accounts will be adjusted as of such Valuation Date to reflect the effect of income received or accrued, realized and unrealized profits and losses, expenses, Forfeitures, payments to Participants and all other transactions in the period since the last preceding Valuation Date.

For purposes of obtaining the valuation of Employer Shares under this section and with respect to all other activities carried on by the Plan which require the valuation of Employer Shares, at all times during which the Employer Shares are not readily tradable on an established securities market, such valuations will be made by an "independent appraiser," within the meaning of Section 401(a)(28)(C) of the Code.

6.02 METHOD OF ADJUSTMENT

The amount to the credit of each Participant's Account as of each Valuation Date will be adjusted as of each succeeding Valuation Date by the following credits and charges in the order specified below:

(a) There will be debited the total amount of all disbursements made from a Participant's Account during the period since the last Valuation Date.

(b) There will be credited or debited to a Participant's Account that portion of the net increase or net decrease of the value of the assets of the Trust Fund since the last Valuation Date (including the value of non-distributed dividends on allocated Employer Shares). Such amounts will be allocated to a Participant's Account (after the amounts allocated in Section 6.02(a)) based on the ratio that the balance of his Account bears to the total balance of all Accounts.

(c) There will be credited to his Account the Employer's contributions, Forfeitures and Employer Shares that are allocable to a Participant pursuant to Section 3 of this Plan. In allocating Forfeitures, Employer Shares attributable to the loan made pursuant to Section 21 will be allocated only after all other amounts required to be forfeited and allocated to Participants' Accounts for the applicable Plan Year have been allocated.

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                         SECTION 7 - RETIREMENT BENEFITS

7.01          ELIGIBILITY FOR RETIREMENT

              A Participant who terminates his employment with the Employer on

or after attaining his Early Retirement Age will become eligible for a retirement benefit equal to the entire value of his Account. Subject to Section 12.04, a Participant who is eligible for a distribution pursuant to this section may elect among the forms of benefits set forth in Section 12.01.

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                           SECTION 8 - DEATH BENEFITS

8.01          ELIGIBILITY FOR DEATH BENEFIT

              The Beneficiary of a Participant who died prior to his termination

of employment from the Employer and all Affiliates will be entitled to the entire value of the deceased Participant's Account. The Beneficiary of a Participant who died on or after his termination of employment from the Employer and all Affiliates will be entitled to the vested value of the Participant's Account.

8.02 DESIGNATION OF BENEFICIARY

(a) Subject to the provisions of Section 8.03, each Participant will designate, by a written instrument filed with the Plan Administrator, one or more Beneficiaries who, upon the death of the Participant, will be entitled to receive the death benefit described in Section 8.01. If more than one Beneficiary is named, the Participant may specify the sequence and/or proportion in which payments must be made to each Beneficiary. To the extent that the Participant does not specify either the sequence or proportion in which payments are to be made to each Beneficiary, payments will be made in equal shares to all named Beneficiaries then living at the time of the Participant's death. To the extent otherwise consistent with the Plan, a Participant may change his Beneficiary from time to time by written notice delivered to the Plan Administrator in the manner prescribed by the Plan Administrator. If, with regard to all or a portion of a Participant's Account, no Beneficiary has been designated or if no designated Beneficiary is living at the time of the Participant's death, payment of such death benefit, if any, to the extent permitted by law, will be made to the surviving person or persons in the first of the following classes of successive preference of Beneficiaries: (i) Surviving Spouse; (ii) executors or administrators of the estate of such deceased Participant. Any minor's share will be paid to such adult or adults as have, in the opinion of the Plan Administrator, assumed custody and support of such minor. Proof of death satisfactory to the Plan Administrator must be furnished prior to the payment of any death benefit under the Plan.

(b) If benefits under the Plan are paid to a Beneficiary pursuant to this Section 8 in a form other than a lump sum, such Beneficiary may name in a writing filed with the Plan Administrator an individual or individuals to receive the remainder of such benefit upon the death of the Beneficiary. In the absence of such a designation by the Beneficiary, such remaining benefit, if any, will be paid to the estate of the Beneficiary. If a Beneficiary is alive at the time of the Participant's death but dies prior to the commencement of benefits to him or her, the death benefit payable to the Beneficiary pursuant to this Section 8 will be paid to the estate of such Beneficiary.

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8.03 DISTRIBUTION OF DEATH BENEFIT

If a Participant dies without a Surviving Spouse and prior to the commencement of his retirement benefits, the death benefit described in Section 8.01 will be distributed to his Beneficiary. Subject to Section 12.04, the Beneficiary may elect among any of the forms of benefits available to Participants as set forth in Section 12.01.

If a Participant dies with a Surviving Spouse and prior to the commencement of his retirement benefits, the death benefit described in Section 8.01 will be paid to his Surviving Spouse. Subject to Section 12.04, the Surviving Spouse may elect among any of the forms of benefits available to Participants as set forth in 12.01. However, if the Spouse consents to an alternate Beneficiary to receive the death benefit described in Section 8.01, such death benefit will be distributed to the alternate Beneficiary in accordance with the preceding paragraph. For purposes of the preceding sentence, the consent of the Spouse must (a) be in writing; (b) designate a specific Beneficiary, including any class of beneficiaries or contingent beneficiaries, which may not be changed without the consent of the Spouse (or the Spouse expressly permits designations by the Participant without further consent of the Spouse); (c) acknowledge the effect of such consent; and (d) be witnessed by a Plan representative or notary public.

If a Participant dies after the commencement of his retirement benefit and prior to the complete distribution of his Account, his Beneficiary will be entitled to the remaining amount in his Account. In such case, if the Participant either fails to designate a Beneficiary or a Beneficiary is not alive at the time of the Participant's death, such death benefit will be payable to the surviving person or persons in accordance with Section 8.02(a).

All distributions made pursuant to this section will also comply with the provisions of Section 12.03.

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                         SECTION 9 - DISABILITY BENEFITS

9.01          AMOUNT OF DISABILITY BENEFIT

              A Participant who becomes "totally and permanently disabled," as

defined in Section 9.02 below, will be entitled to the entire value of his Account. A Participant who is eligible for a distribution pursuant to this section may elect among the forms of benefits set forth in Section 12.01.

9.02 DETERMINATION OF TOTAL AND PERMANENT DISABILITY

A Participant will be considered to be "totally and permanently disabled" if it is established by a licensed physician selected by the Plan Administrator that, while the Participant is employed by the Employer or an Affiliate, the Participant is not able to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The determination by the Plan Administrator with respect to whether a Participant is totally and permanently disabled will be made in a nondiscriminatory manner.

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                 SECTION 10 - TERMINATION OF EMPLOYMENT BENEFITS

10.01         AMOUNT OF BENEFITS UPON TERMINATION OF EMPLOYMENT

              A Participant who terminates his employment with the Employer and

all Affiliates for any reason other than retirement (pursuant to Section 7), death (pursuant to Section 8) or disability (pursuant to Section 9) will be entitled to receive the vested portion of his Account. Such nonforfeitable percentage will be determined in accordance with Section 11.01 of the Plan. A Participant who is eligible for a distribution pursuant to this section may elect among the forms of benefits set forth in Section 12.01.

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                              SECTION 11 - VESTING

11.01         DETERMINATION OF VESTED BENEFITS

              A Participant's vested interest in his Employer Contributions

Account will become vested and nonforfeitable based upon his Years of Service in accordance with the following schedule:

                                                             NONFORFEITABLE
                        YEARS OF SERVICE                       PERCENTAGE
                        ----------------                     --------------
                          Less than 5                              0
                           5 or more                              100%


11.02         FULL VESTING AT NORMAL RETIREMENT AGE

Notwithstanding any provision in the Plan to the contrary, all amounts credited to a Participant's Account will become fully vested upon attainment of his Normal Retirement Age if he attains such age prior to the date he terminates his employment with the Employer and all Affiliates.

11.03 SERVICE FOR VESTING

Years of Service for vesting purposes will include all Years of Service with the Employer, a predecessor employer (to the extent the Employer maintains the Plan of a predecessor employer) or an Affiliate (excluding service prior to the date an organization became an Affiliate unless otherwise specified below), including service prior to the date the Plan was first effective.

11.04 EFFECT OF BREAK IN SERVICE ON VESTING

If a Participant has five or more consecutive One-Year Breaks in Service, (a) all Years of Service after such One-Year Breaks in Service will be disregarded for the purpose of determining whether his Account that accrued before such One-Year Breaks in Service is nonforfeitable; and (b) all Years of Service before such One-Year Breaks in Service will count in determining whether the post-break Account is nonforfeitable only if either (i) he had any nonforfeitable interest in his Account at the time of his termination of employment; or (ii) upon returning to employment, the number of his consecutive One-Year Breaks in Service is less than the number of his Years of Service.

Separate Accounts will be maintained for the Participant for pre-break and post-break periods. Both such Accounts will share in the earnings and losses of the Trust Fund.

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If a Participant does not have five consecutive One-Year Breaks in Service, both pre-break and post-break service will count in determining whether his rights to his pre-break and post-break Accounts are nonforfeitable, subject to the first paragraph of this section.

For the purpose of this Section 11.04, the 12-month periods used to determine a separated Participant's consecutive One-Year Breaks in Service will be the 12-month period used to determine a Year of Service.

11.05 FORFEITURES

The non-vested portion of a terminated Participant's Account will be treated as a Forfeiture upon the earlier of (a) the date such terminated Participant's Account is distributed from the Plan; or (b) the date on which the terminated Participant incurs five consecutive One-Year Breaks in Service. Forfeitures of Employer Shares allocated pursuant to Section 3.01 will occur only after all other assets in a Participant's Account have been forfeited. For purposes of this section, if a terminated Participant is not vested in any portion of his Account as of the date of his termination of employment, the Participant will be deemed to have received a distribution of his vested Account on the date of his termination of employment.

In the event that a terminated Participant who was not 100% vested in his Account (a) received a distribution of the vested portion of his Account;
(b) returns to the employment of the Employer before he incurs five consecutive One-Year Breaks in Service; and (c) repays to the Plan the full amount of his distribution within five years after the date he resumes employment, the amount of the non-vested portion of his Account, including all forms of benefits relating to such non-vested portion, that has been treated as a Forfeiture will be restored to his Account first from Forfeitures available in that year, if any, and then from contributions made by the Employer. A Participant who is deemed to have received a distribution of his vested Account upon his termination of employment will be deemed to have repaid the forfeited portion of his Account upon the date he resumes employment with the Employer provided he resumes employment prior to incurring five consecutive One-Year Breaks in Service.

For the purpose of this Section 11.05, the 12-month periods used to determine a former Participant's consecutive One-Year Breaks in Service will be the 12-month period used to determine a Participant's Year of Service.

Forfeitures from a Participant's Employer Contributions Account, unless required to be restored to a Participant's Account pursuant to this section, will be added to the Employer contribution made pursuant to Section 2 for the year in which such Forfeiture has occurred and allocated to Participants' Accounts in accordance with such section.

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                        SECTION 12 - PAYMENT OF BENEFITS

12.01         METHOD OF PAYMENT

              At the time a Participant or Beneficiary becomes entitled to

receive his Account because of the Participant's retirement (pursuant to Section
7), death (pursuant to Section 8), disability (pursuant to Section 9) or termination of employment (pursuant to Section 10), the Trustee, acting in accordance with the written instructions of the Plan Administrator, will make payment from the Trust Fund to the Participant (or his Beneficiary in the case of the Participant's death) in the form of either (a) a lump sum; or (b) in periodic installments payable monthly, quarterly, semi-annually or annually in accordance with Section 12.08. All such payments will be made by the Trustee, at the option of the Participant (or his Beneficiary) in Employer Shares, in cash, or both in cash and in shares. The Employer reserves the right to pay fractional shares in cash.

12.02 TIMING OF PAYMENTS

(a) Subject to paragraph (b) below, unless the Participant elects otherwise, the payment of the Participant's benefit pursuant to Section 12.01 will begin not later than 60 days after the end of the Plan Year in which the latest of the following occurs: (i) the Participant attains his Normal Retirement Age; (ii) the 10th anniversary of the year in which the Participant commenced participation in the Plan; or (iii) the Participant terminates service with the Employer and all Affiliates. To the extent a Participant who is required to consent to a distribution pursuant to Section 12.04 fails to provide the Plan Administrator with his consent, the Participant will be deemed to have made an election to defer a distribution pursuant to this paragraph (a).

(b) In no event will the amount payable to a Participant pursuant to the terms of the Plan be distributed, or commence to be distributed, later than a Participant's Required Beginning Date. "Required Beginning Date" means, for a Participant who is not a 5% Owner, the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2; or (ii) the calendar year in which the Participant retires. The Required Beginning Date of a Participant who is a 5% Owner means the April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2. Notwithstanding the provisions of this paragraph, distribution may also be made to a Participant in accordance with a valid election made by the Participant pursuant to Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982.

Distributions that commence pursuant to this paragraph (b) will commence in any form of benefit offered under the Plan, provided that the amount of such distributions and the date such distributions commence comply with Code
Section 401(a)(9) and applicable regulations thereunder. After an active Participant who is receiving minimum distributions pursuant to this section terminates employment, such Participant shall be eligible to receive a distribution from the Plan in any form of benefit offered under the Plan.

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(c) For the purpose of this Section 12.02, a Participant is treated as a 5% Owner if such Participant is a "5% Owner" (as defined in Code
Section 416) with respect to the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2.

(d) Unless a distribution is required to be made to a Participant or Beneficiary pursuant to Section 12.04, a distribution to a Participant or Beneficiary who is eligible to receive a distribution pursuant to this Section 12 will be made as soon as is administratively practicable after the Participant or Beneficiary completes a benefit election form and returns it to the Plan Administrator, but not earlier than the Valuation Date immediately following the date the Plan Administrator receives the election form.

12.03 DISTRIBUTIONS AFTER DEATH

If the distribution of the Participant's benefit under the Plan has commenced pursuant to Section 12 and he dies before his entire Account has been distributed to him, the remaining portion of such Account, if any, will comply with the provisions of Code Section 401(a)(9)(B)(i)(II), which provides that such remaining portion be distributed as rapidly as under the method of distribution in effect prior to the Participant's death.

Unless otherwise provided in this Section 12.03, if a Participant dies before the distribution of his Account has commenced in accordance with either the terms of the Plan or Section 12.02(b), the amount payable as a death benefit pursuant to the terms of the Plan (hereinafter referred to as "death benefit") will be distributed:

(a) unless otherwise provided in (b) below, not later than by the fifth anniversary of the December 31 coinciding with or next following the date of his death; or

(b) provided that the Plan provides for installment or annuity distributions to a Beneficiary and the Participant's death benefit is payable to or on behalf of a designated Beneficiary:

(i) over a period not extending beyond the life expectancy of such designated Beneficiary, provided that the distribution of the death benefit commences not later than the first anniversary of the December 31 coinciding with or next following the date of the Participant's death; or

(ii) if the designated Beneficiary is the Participant's Surviving Spouse, the date by which the death benefit must commence in (i) above will not be earlier than the later of the December 31 of the calendar year immediately following the calendar year in which the Participant died or the December 31 of the calendar year in which the Participant would have attained age 70 1/2. If the Surviving Spouse dies before distribution to said Spouse begins, this paragraph (ii) will apply as if the Surviving Spouse were the Participant. In addition, any amount paid to a child of the Participant will be treated as if it had been paid to

20

the Surviving Spouse if the amount becomes payable to the Surviving Spouse when the child reaches the age of majority.

The designated Beneficiary must elect the method of distribution payable pursuant to this Section 12.03 not later than the earlier of (a) the December 31 of the calendar year in which distributions would be required to begin under this Section 12.03; or (b) the December 31 of the calendar year which contains the fifth anniversary of the date of death of the Participant. If the Participant has no designated Beneficiary, or if the designated Beneficiary does not elect a method of distribution, distribution of the Participant's death benefit must be completed by the December 31 of the calendar year containing the fifth anniversary of the Participant's death.

12.04 CONSENT AND CASH-OUT REQUIREMENTS

If a Participant is eligible to receive a distribution pursuant to
Section 7, 8, 9 or 10 and the value of his vested Account does not exceed $5,000, the Participant (or Beneficiary in the case of the Participant's death) will receive a distribution of his vested Account in the form of a lump sum as soon as administratively feasible following the date he is first eligible to receive a distribution from the Plan.

If a Participant is eligible to receive a distribution pursuant to
Section 7, 8, 9 or 10 or is otherwise eligible to receive a distribution from his Account and the value of his vested Account exceeds $5,000, the Participant must consent to the receipt of a distribution made from the Plan if distributed prior to the later of the date the Participant attains his Normal Retirement Age or age 62, except that the consent of the Participant is not required prior to the commencement of a distribution pursuant to Code Section 401(a)(9) or Code
Section 415. A Participant's election to receive a distribution from the Plan prior to his attainment of the later of age 62 or his Normal Retirement Age will not be valid unless (a) the Participant has received a general description of the material features and the relative values of the forms of benefits (hereinafter referred to as "description") under the Plan; and (b) the Participant has been informed that he has the right to postpone a distribution from the Plan. The Participant will be provided with such description not less than 30 days and not more than 90 days prior to the date his benefits are scheduled to commence, provided that a distribution may be made to the Participant prior to such 30-day period, provided the Participant has been informed that he has a right to a period of at least 30 days after receiving the description to consider the decision of whether to elect a distribution from the Plan and the Participant, after receiving such information, affirmatively elects a distribution prior to such 30-day period.

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If a Participant does not consent to a distribution pursuant to the preceding paragraph, his Account will be maintained by the Plan and will continue to shall share in the earnings of the Trust. Notwithstanding the foregoing, after the later of the date the Participant attains his Normal Retirement Age or age 62, the Plan may require such Participant, in accordance with a uniform policy for all Participants similarly situated, to receive a distribution of his Account from the Plan.

12.05 ELIGIBLE ROLLOVER DISTRIBUTIONS

(a) A distributee may elect to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) The following definitions will apply for purposes of this section:

(i) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (A) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated Beneficiary; (B) any distribution that is for a specified period of ten years or more; (C) any distribution to the extent such distribution is required under Code Section 401(a)(9); (D) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); (E) effective for distributions occurring after December 31, 1998 (or such later date as elected by the Plan Administrator in accordance with Notice 99-5), hardship distributions described in Code Section 401(k)(2)(B)(i)(IV) in the amount described in Treasury Regulation 1.401(k)-1(d)(2)(ii); and (F) at the election of the Plan Administrator, any other distribution provided that all distributions in the year are reasonably expected to total less than $200.

(ii) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a) or a qualified trust described in Code Section 401(a) that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the Surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii) Distributee: A distributee includes an Employee or former Employee. In addition, the Spouse or Surviving Spouse of an Employee or

22

former Employee is a distributee with regard to the interest of the Spouse or Surviving Spouse.

(iv) Direct rollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

12.06 PUT OPTION

(a) Except as otherwise provided in this Section 12.06, all Employer Shares that are not readily tradable on an established market at the time they are distributed, or are subject to a trading limitation when distributed, will be subject to a put option. The put option will permit the Participant or Beneficiary to put such Employer Shares to the Employer. Put options will be exercisable during a period of not less than 16-months beginning on the date the Employer Shares subject to the put option are distributed. The put option may be exercised by the holder of the Shares by notifying the Employer in writing that the put option is being exercised. The price at which the put option must be exercisable is the fair market value of the Employer Shares.

(b) If, pursuant to this section, the Employer is required to repurchase Employer Shares that are distributed within one taxable year in a distribution that represents the balance to the credit of the Participant's Account, the amount to be paid for such Employer Shares will be paid in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than 30 days after the exercise of the put option described in this section and not exceeding five years. If, pursuant to this section, the Employer is required to repurchase Employer Shares that are distributed to a Participant as part of an installment distribution, the amount to be paid for such Employer Shares will be paid not later than 30 days after the exercise of the put option described in this section.

(c) Under no circumstances may the put option bind the Plan. However, the Plan may assume the rights and obligations of the Employer at the time the put option is exercised. Adequate security will be provided and reasonable interest will be paid on the amounts payable to the individual or entity that exercised the put option.

(d) Notwithstanding any provision of this Plan to the contrary,
(i) to the extent that the Employer's charter or by-laws restrict the ownership of substantially all outstanding employer securities to employees or to a trust described in Code Section 401(a); or (ii) to the extent the Employer is an S corporation, the Plan may require that the individual entitled to receive a distribution from the Plan has a right to receive the distribution in the form of cash, except that the Plan may distribute Employer Shares to such individual subject to a requirement that such securities may be resold to the Employer under the circumstances described in the preceding paragraphs of this Section 12.06.

(e) In the case of a Plan established by a bank that is prohibited by law from redeeming or purchasing its own securities, the requirements of this section will not apply,

23

provided that Participants entitled to receive a distribution from the Plan have the right to receive a distribution in the form of cash.

12.07 RIGHT OF FIRST REFUSAL

(a) During any period when Employer Shares are not publicly traded, all distributions of Employer Shares to a Participant or his Beneficiary by the Plan will be subject to a "right of first refusal" upon the terms and conditions hereinafter set forth. The "right of first refusal" will provide that prior to any transfer of the Employer Shares, the Participant or Beneficiary must first offer to sell such shares to the Plan; and if the Plan refuses to exercise its right to purchase the Employer Shares, then the Employer will have a "right of first refusal" to purchase such Shares. Neither the Plan nor the Employer will be required to exercise the "right of first refusal." This Section 12.07 will not be operative unless and until the Board of Directors of the Sponsor so directs.

(b) The terms and conditions of the "right of first refusal" will be determined as follows:

(i) If the Participant or Beneficiary receives a bona fide offer for the purchase of all or any part of his Employer Shares from a third party, the Participant or Beneficiary will deliver (by registered mail, return receipt requested) a copy of any such offer to the Plan Administrator. The Trustee (as directed by the Plan Administrator) or the Employer, as the case may be, will then have 14 days after receipt by the Plan Administrator of the written offer to exercise the right to purchase all or any portion of the Employer Shares.

(ii) The selling price and other terms under the "right of first refusal" must not be less favorable to the Participant or Beneficiary than the purchase price and other terms offered by a buyer, other than the Employer or the Plan making a good faith offer to purchase the security.

The Employer may require a Participant or Beneficiary who is entitled to a distribution of Employer Shares to execute an appropriate stock transfer agreement evidencing the right of first refusal prior to receiving a certificate for Employer Shares.

12.08 INSTALLMENT DISTRIBUTIONS

Notwithstanding any provisions in this Plan to the contrary, if a Participant's entire interest is to be distributed in other than an immediate lump sum, such distribution will be made, unless the Participant elects otherwise, in substantially equal periodic installments (not less frequently than annually) over a period not longer than the greater of:

(a) five years; or

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(b) in the case of a Participant with an Account in excess of $500,000, five years plus one year for each $100,000, or any fraction thereof, by which such balance exceeds $500,000; provided, however, that in no event may installment payments under the Plan exceed 10 years unless the Participant elects otherwise. The dollar limits set forth in this paragraph (b) are adjusted by the Secretary of the Treasury, and the current dollar amount for the applicable Plan Year shall apply; provided, however, that in no event may installment payments under the Plan be made which exceed either:

(i) a period certain not extending beyond the life expectancy of the Participant; or

(ii) a period certain not extending beyond the joint and last survivor expectancy of the Participant and a designated Beneficiary.

If a Participant's Account is to be distributed in other than the form of a lump sum, then the amount to be distributed each year must be at least an amount equal to the quotient obtained by dividing the Participant's Account by the life expectancy of the Participant and designated Beneficiary. If the Participant's Spouse is not the designated Beneficiary, the method of distribution selected must at all times comply with proposed Treasury Regulation 1.401(a)(9)-2.

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                          SECTION 13 - TRUST AGREEMENT

13.01         DESCRIPTION OF TRUST AGREEMENT

              The Sponsor will continue the Trust Agreement with the Trustee to

provide for the administration of the Trust Fund. With its continuation, the Trust Agreement will be deemed to form a part of the Plan; and any and all rights or benefits which may accrue to any person under the Plan will be subject to all the terms and provisions of the Trust Agreement.

All expenses of the Plan will be paid from the Trust Fund, unless paid by the Employer. In its discretion, the Employer may require the Trustee to reimburse the Employer for expenses of the Plan that the Employer paid on behalf of the Trust, so long as the request for reimbursement is presented by the Employer to the Trustee before the last day of the Plan Year in which the expense was paid by the Employer. Alternatively, the Employer may reimburse the Trust for expenses of the Plan paid by the Trustee. An administration expense paid to the Trust as a reimbursement will not be considered as a contribution made by the Employer.

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                        SECTION 14 - PLAN ADMINISTRATION

14.01         PLAN ADMINISTRATOR

              The Plan will be administered by a Plan Administrator. The Plan

Administrator will be appointed by and serve at the pleasure of the Sponsor.

14.02 DUTIES OF PLAN ADMINISTRATOR

The Plan Administrator will supervise the maintenance of accounts and records as will be necessary or desirable to show the contributions of the Employer, allocations to Participants' Accounts, payments from Participants' Accounts, valuations of the Trust Fund and all other transactions pertinent to the Plan.

The Plan Administrator is authorized to perform, in its discretion, all functions necessary to administer the Plan and will have the power and discretion to construe the terms of the Plan and to determine all questions arising from its operation, including, without limitation, to determine the eligibility and qualification of Employees or Beneficiaries for benefits under the Plan (including the validity of a beneficiary designation); to determine the allocation and vesting of contributions, earnings and profits of the Plan; to determine the amount of benefits payable to Participants and Beneficiaries; unless otherwise provided pursuant to Section 18, to decide all questions or disputes with respect to the rights or obligations of Participants and Beneficiaries; and to adopt regulations and procedures. To the extent provided in the Plan and the Trust, the Plan Administrator or other fiduciary may direct the Trustee as to the investment of the Trust or may select an investment advisor to so direct.

The Plan Administrator may employ one or more persons to render advice with regard to any responsibility it has under the Plan, and it may designate others to carry out any of its responsibilities.

14.03 INTERPRETATION OF DOCUMENT

The construction and interpretation of the Plan provisions, or any document relating to the administration or operation of the Plan, are vested with the Plan Administrator, in its absolute discretion. The Plan Administrator will endeavor to act, whether by general rules or by particular decisions, so as to treat all persons in similar circumstances without discrimination. All such decisions, determinations and interpretations will be final, conclusive and binding upon all parties having an interest in the Plan.

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                     SECTION 15 - AMENDMENT AND TERMINATION

15.01         SPONSOR'S RIGHT TO AMEND OR TERMINATE THE PLAN

              The Sponsor has the right, at any time, by an instrument in

writing, to modify, alter, amend or terminate the Plan in whole or in part. Except as permitted by Code Section 411(d)(6) and applicable regulations thereunder, no amendment to the Plan will reduce the Participant's accrued benefit, decrease the balance of a Participant's Account or eliminate an optional form of distribution with respect to the amount of the Participant's Account accrued as of the date of the amendment. To this end, provisions that affect directly or indirectly the computation of accrued benefits and are amended at the same time and with the same effective date will be treated as one Plan amendment.

If an amendment changes the vesting schedule set forth in Section 11.01, and such amendment reduces the nonforfeitable interest of a Participant for any Year of Service to be earned by the Participant, each Participant having not less than three Years of Service may elect, during the period beginning when the amendment is adopted and ending no earlier than the latest of (a) 60 days after the amendment's adoption; (b) 60 days after the amendment's effective date; or (c) 60 days after the Participant is issued a written notice of the amendment, to have the vested amount of his Account computed without regard to such amendment. No amendment may reduce a Participant's nonforfeitable percentage in his Account determined as of the date the amendment is effective or executed, whichever is later.

Any Amendment to the Plan shall be executed by any individual authorized by the Board of Directors of the Sponsor.

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                 SECTION 16 - DISTRIBUTIONS ON PLAN TERMINATION

16.01         FULL VESTING ON PLAN TERMINATION

              Upon termination of the Plan, after adjustment of all Accounts

maintained under the Plan in accordance with Section 6, including the adjustment of such Accounts for the payment of Plan expenses relating to the termination of the Plan, each affected Participant will be fully vested and will be entitled to receive the entire amount then credited to his Account. The date the Plan is terminated shall be an allocation date for the purpose of making final allocations to the Plan.

16.02 PAYMENT ON PLAN TERMINATION

Within a reasonable time after the termination of the Plan, the Plan Administrator will distribute to each Participant or Beneficiary the value of his Account. Such payment will be made in the form of a single lump sum payment.

16.03 DISCONTINUANCE OF CONTRIBUTIONS; PARTIAL TERMINATION OF PLAN

Upon the "partial termination" of the Plan, or the "complete discontinuance of contributions" by the Employer to the Plan (with such terms having the meaning by reference to Section 411(d)(3) of the Code and applicable regulations thereunder), the Accounts of all affected Participants will be fully vested as of the date of such partial termination or complete discontinuance of contributions.

29

                     SECTION 17 - CREDITORS OF PARTICIPANTS

17.01         NON-ASSIGNABILITY

              Except as otherwise provided in Code Section 401(a)(13), no

assignment, pledge or encumbrance of any character of the benefits under the Plan is permitted or recognized under any circumstances; and such benefits will not be subject to claims of creditors, execution, attachment, garnishment or any other legal process.

17.02 QUALIFIED DOMESTIC RELATIONS ORDERS

Section 17.01 will also apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order unless such order is determined to be a "qualified domestic relations order," as defined in Code Section 414(p). A qualified domestic relations order may provide for an immediate distribution to the "alternate payee" [as defined in Code Section 414(p)(8)] named therein as soon as is administratively practicable after the determination by the Plan Administrator that the order constitutes a qualified domestic relations order, notwithstanding the fact the distribution is made to such alternate payee prior to the Participant attaining his "earliest retirement age," as such term is defined in Code Section 414(p).

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                         SECTION 18 - CLAIMS PROCEDURES

18.01         FILING A CLAIM FOR BENEFITS

              A Participant, Beneficiary or alternate payee, or the Employer

acting on behalf of such individual, will notify the Plan Administrator of a claim for benefits under the Plan. Such request will be in writing to the Plan Administrator and will set forth the basis of such claim and will authorize the Plan Administrator to conduct such examinations as may be necessary for the Plan Administrator to determine, in its discretion, the validity of the claim and to take such steps as may be necessary to facilitate the payment of benefits to which the claimant may be entitled under the terms of the Plan.

A decision by the Plan Administrator on a claim for benefits under the Plan will be made promptly and not later than 90 days after the Plan Administrator's receipt of such claim, unless special circumstances require an extension of the time for processing; in which case, a decision will be rendered as soon as possible, but not later than 180 days after the initial receipt of the claim for benefits. The claimant will be notified of the extension prior to the expiration of the 90-day period described in this paragraph. If notice of the denial of a claim is not furnished within the time period specified in this paragraph, the claim will be deemed denied.

18.02 DENIAL OF CLAIM

Whenever a claim for benefits by a claimant has been denied by the Plan Administrator, in whole or in part, a written notice, prepared in a manner calculated to be understood by such individual, must be provided and must set forth:

(a) the specific reason or reasons for the denial;

(b) the specific reference to the pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the Plan's claim review procedures.

18.03         REMEDIES AVAILABLE TO CLAIMANTS

              Upon denial of his claim by the Plan Administrator, the claimant
may:

              (a) request a review upon written application to the Plan;

31

(b) review pertinent Plan documents; and

(c) submit issues and comments in writing to a named fiduciary.

The claimant will have 60 days after receipt of the written notification of a denial of his or her claim to request a review of such denied claim.

A decision by a named fiduciary will be made promptly and not later than 60 days after the named fiduciary's receipt of a request for review, unless special circumstances require an extension of the time for processing; in which case, a decision will be rendered as soon as possible, but not later than 120 days after receipt of a request for review. The claimant will be notified of the extension prior to the expiration of the 60-day period described in this paragraph. If the decision on review is not furnished within the applicable time period, the claim will be deemed denied upon review.

The decision on review by a named fiduciary will be in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based.

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                          SECTION 19 - TOP HEAVY RULES

19.01         DEFINITIONS

              If, for any Plan Year, the Plan is a Top Heavy Plan, the

provisions of Section 19.03 and Section 19.04 will be applicable. For the purpose of this section, to the extent necessary, the term "Employer" includes an Affiliate other than an Employer, and the term "Employee" includes an employee of an Affiliate other than an Employee of the Employer. The following definitions are applicable to this Section 19.01.

(a) Key Employee: An Employee or former Employee (and the Beneficiaries of such Employee) who at any time during the determination period was (i) an officer of the Employer, provided that such individual's annual compensation exceeds 50% of the dollar limitation under Code Section
415(b)(1)(A); (ii) an owner (or considered an owner under Code Section 318) of one of the ten largest interests in the Employer, provided that such individual's annual compensation exceeds the dollar limitation under Code
Section 415(c)(1)(A); (iii) a 5% owner of the Employer; or (iv) a 1% owner of the Employer who has annual compensation of more than $150,000. For purposes of this section, "annual compensation" means compensation as defined in Code
Section 415(c)(3). The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations thereunder.

(b) Non-Key Employee: An Employee or former Employee of the Employer who is not a Key Employee. The Beneficiary of a Non-Key Employee will be treated as a Non-Key Employee, and the Beneficiary of a former Non-Key Employee will be treated as a former Non-Key Employee.

(c) Determination Date: For all Plan Years subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the last day of such Plan Year.

(d) Permissive Aggregation Group: The Required Aggregation Group of plans plus any other plan or plans of the Employer that, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

(e) Required Aggregation Group: (i) Each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing the Determination Date and the four preceding Plan Years (regardless of whether the Plan has terminated); and (ii) any other qualified plan of the Employer that enables a plan described in (i) of this paragraph (e) to meet the requirements of Code Sections 401(a)(4) or 410.

(f) Top Heavy Plan: The Plan, if in any Plan Year it is top heavy as set forth in Section 19.02.

33

(g) Top Heavy Compensation: Top Heavy Compensation means "compensation" as defined in Section 415(c)(3) and Treasury Regulation 1.415(2)(d)(11)(i) of the Code, and for Limitation Years beginning prior to January 1, 1998, taking into consideration Code Section 414(q)(4)(B).

19.02 TOP HEAVY STATUS

The Plan and any other plans aggregated with it will become top heavy pursuant to this Section 19.02 as of the Determination Date if the present value of accrued benefits of Key Employees is more than 60% of the sum of the present value of accrued benefits of all Employees. In the case of more than one plan which is to be aggregated with the Plan, the present value of the accrued benefits of employees in such plan is first determined separately for each plan as of each plan's determination date. The plans will then be aggregated by adding the results of each plan as of the determination dates for such plans that fall within the same calendar year. The combined results will indicate whether the plans are top heavy. For the purpose of determining the present value of the accrued benefits of an Employee (a) the present value of accrued benefits of the Employee will be increased by the aggregate distributions made with respect to such Employee during the five-year period ending on the Determination Date; (b) the accrued benefits of former Key Employees who have not performed services at any time during the five-year period ending on the Determination Date will not be taken into account; and (c) the accrued benefits of Employees who have not performed services at any time during the five-year period ending on the Determination Date for the Employer maintaining the Plan will not be taken into account.

Notwithstanding the foregoing, if the Plan is aggregated for top heavy purposes with a defined benefit plan, the present value of accrued benefits will be determined, for the Plan and for such other plan, by using the interest rate and mortality assumptions contained in such other plan. If a Required or Permissive Aggregation Group includes two or more defined benefit plans (a) the same actuarial assumptions will be used with respect to all such plans and must be specified in such plans; and (b) the accrued benefits of Non-Key Employees will be determined under a uniform accrual method or, where there is no such method, as if such benefit accrued not more rapidly than the slowest rate of accrual permitted under the fractional rule of Code Section
411(b)(1)(C).

The present value of accrued benefits as of the Determination Date for any applicable Employee or former Employee is the sum of (a) the applicable Employee's Account as of the most recent valuation date occurring within a 12-month period ending on the Determination Date; (b) an adjustment for contributions due as of the Determination Date; and (c) the aggregate distributions made with respect to such individual under the Plan during the five-year period ending on the Determination Date. For a profit sharing plan, the adjustment in (b) is generally the amount of contributions actually made after the valuation date but on or before the Determination Date.

In determining whether the Plan is top heavy, it must be aggregated with each plan included in the Required Aggregation Group. In addition, the Employer may aggregate plans included in the Permissive Aggregation Group.

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19.03 MINIMUM CONTRIBUTIONS

For each Plan Year in which the Plan is top heavy, each Participant who is a Non-Key Employee and who is employed on the last day of the Plan Year (including Participants who did not complete 1,000 Hours of Service in the Plan Year) is required to receive an annual allocation of contributions (disregarding Social Security benefits) equal to at least 3% of his Top Heavy Compensation; provided that if the largest percentage of Top Heavy Compensation allocated to a Key Employee for a Plan Year is less than 3%, that largest percentage will be substituted for 3%. Such amount will be referred to in this
Section 19.03 as the "top heavy minimum contribution." For each year in which the Employer maintains a defined benefit plan in addition to the Plan, the requirements of this paragraph will be satisfied for all Non-Key Employees who participate in both plans by providing each Non-Key Employee with the 2% minimum annual benefit provided under the top heavy provisions of the defined benefit plan. For each year in which the Employer maintains another defined contribution plan in addition to the Plan, the minimum benefit described in this paragraph may be provided for Non-Key Employees who participate in both plans by such other defined contribution plan or the Plan, as elected by the Plan Administrator.

For each Plan Year in which the Plan is required to provide the top heavy minimum contribution, the Employer will contribute to the Account of each Non-Key Employee required to receive an allocation pursuant to the previous paragraph an amount equal to the difference between the amount necessary to provide such Non-Key Employee with the top heavy minimum contribution for such year and the amount previously allocated to such Non-Key Employee's Account for such year.

19.04 TOP HEAVY VESTING

For each Plan Year in which the Plan is top heavy, the following vesting schedule will apply to amounts credited to his Account:

                                       NONFORFEITABLE
YEARS OF SERVICE                         PERCENTAGE
----------------                       --------------
  Less than 3                                0
   3 or more                                100%

Notwithstanding the foregoing, a Participant's vested interest in his Account will not be decreased as a result of the Plan becoming top heavy and the application of the above vesting schedule.

If, at any time after becoming top heavy the Plan should cease to be top heavy, the vesting schedule contained in Section 11 will again be applicable. However, any portion of a Participant's Account that was nonforfeitable before the Plan ceased to be top heavy will remain nonforfeitable. In addition, any Participant with three or more Years of Service at the time that the

35

Plan ceased to be top heavy, may elect, in accordance with Section 15.01, to have the vesting schedule contained in this section remain applicable.

36

                           SECTION 20 - VOTING RIGHTS

20.01         PARTICIPANT VOTING RIGHTS WITH RESPECT TO ALLOCATED SHARES

              If the Employer Shares are of a "registration-type class of

securities," all Employer Shares held in the Trust Fund and allocated to a Participant's or Beneficiary's Account will be voted by the Trustee pursuant to written instructions received from the Participant or Beneficiary. If the Employer Shares are not of a "registration-type class of securities," all Employer Shares held in the Trust Fund and allocated to a Participant's or Beneficiary's Account will be voted by the Trustee pursuant to written instructions received from the Participant and Beneficiary with respect to all corporate matters relating to the approval of a corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or such similar transaction as the Secretary may provide in regulations. For the purpose of this
Section 20.01, "registration-type class of securities" has the meaning as set forth in Code Section 409(e)(4). With respect to allocated Employer Shares for which the Trustee does not receive written instructions from a Participant or Beneficiary, such Shares will be voted by the Trustee in the same proportion as the shares voted by the Participants and Beneficiaries.

20.02 PARTICIPANT VOTING RIGHTS WITH RESPECT TO UNALLOCATED SHARES

All Employer Shares held in the Trust Fund and not allocated to the Participant's Account of a Participant will be voted by the Trustee in the same proportion as the Shares voted by Participants. Notwithstanding the foregoing, if at the time Employer Shares are required to be voted no shares have been allocated, the Plan Administrator will vote such shares.

37

                            SECTION 21 - EXEMPT LOANS

21.01         AUTHORITY TO BORROW

              The Plan Administrator may direct the Trustee to borrow funds on

behalf of the Plan to purchase Employer Shares, provided that any Plan loan is an exempt loan within the meaning of Treasury Regulation Section 54.4975-7(b)(1)(iii).

21.02 REQUIREMENTS FOR PLAN LOANS

A loan made to the Plan pursuant to this Section 21 must meet the following requirements:

(a) The proceeds of the loan must be used within a reasonable time after their receipt by the Plan to (i) acquire Employer Shares; (ii) repay such loan; or (iii) repay a prior exempt loan.

(b) The interest rate on the loan must not be in excess of a reasonable rate of interest. All relevant factors will be considered in determining a reasonable rate of interest, including the amount and duration of the loan, the security and guarantee (if any) involved, the credit standing of the Plan and the guarantor (if any) and the interest rate prevailing for comparable loans.

(c) The loan must be for a specific term. Such loan may not be payable at the demand of any person, except in the case of default.

(d) The loan must be without recourse against the Plan. Furthermore, the only assets of the Plan that may be given as collateral for the loan are Employer Shares of two classes--those acquired with the proceeds of the loan and those that were used as collateral on a prior exempt loan repaid with the proceeds of the current loan. No person entitled to payment under the exempt loan will have any rights to assets of the Plan other than: (i) collateral given for the loan (or the proceeds of such collateral held in the unallocated suspense account); (ii) contributions (other than contributions of Employer Shares) that are made under the Plan to meet its obligations under the loan; and
(iii) earnings attributable to either such collateral or the investment of such contributions.

(e) Payments of principal and interest on the loan will be made only from (i) Employer contributions paid in cash; (ii) earnings from such Employer contributions; or (iii) from dividends on Employer Shares financed by the loan, to the extent the Plan Administrator directs that such dividends be used for such purpose.

(f) The loan and/or related documents must provide for the release from encumbrance of Plan assets used as collateral for the loan. For each Plan Year during the

38

duration of the loan, the number of securities released shall be determined in accordance with Treasury Regulation 54.4975-8(i) or (ii). If collateral includes more than one class of securities, the number of securities of each class to be released for a Plan Year must be determined by applying the same fraction to each class.

(g) In the event of default, the value of Plan assets transferred in satisfaction of the loan must not exceed the amount of default. If the lender is a "disqualified person," within the meaning of Code Section 4975(e)(2), a loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of the loan.

(h) All other requirements of Treasury Regulation Section 54.4975-7(b).

39

                           SECTION 22 - MISCELLANEOUS

22.01         EMPLOYER'S RIGHT TO TERMINATE EMPLOYEES

              The right of an Employer to terminate the employment of any of its

Employees will not be affected by an Employee's participation in the Plan.

22.02 GENDER AND NUMBER

Wherever used in the Plan, a masculine pronoun will refer to both the masculine and feminine; and a singular pronoun will refer to both singular and plural, unless the context clearly requires otherwise.

22.03 MERGER OR CONSOLIDATION

The Plan Administrator may authorize the merger, transfer or consolidation of a Participant's Accounts to another qualified plan. In case of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, each participant in such other plan would (if the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer that is equal to, or greater than, the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated). To the extent required by Code Section 411(d)(6), the Plan will preserve the forms of benefits relating to that portion of a Participant's Account acquired as a result of a merger, consolidation or transfer of assets or liabilities with any other plan.

22.04 NAMED FIDUCIARIES

The named fiduciaries of the Plan will be the Plan Administrator, the Sponsor, and the investment committee.

22.05 LIMITATIONS ON PAYMENT; MISSING PARTICIPANT

If, in the judgment of the Plan Administrator, a Participant or Beneficiary is legally, physically or mentally incapable of personally receiving and executing a receipt for any distribution or payment due him under the Plan, the distribution or payment may be made to the person's guardian or other legal representative (or, if none is known, to any other person or institution who has custody of the person), and that distribution or payment will constitute a full discharge of any obligation with respect to the amount paid or distributed.

40

If the Plan Administrator cannot locate a Participant or Beneficiary at the time payments are due, the Account of such Participant or Beneficiary may be cancelled and such amounts paid to the Employer. In such case, the Account of the Participant or Beneficiary will be reinstated if such individual subsequently files a claim for his or her benefit under the Plan.

22.06 ADDITIONAL SERVICE CREDITS

If a Leased Employee becomes eligible to participate in the Plan, such Employee's service while a Leased Employee, and such service during a period in which the Employee would have been a Leased Employee but for the fact that the Employee did not work for a one-year period as a substantially full-time employee, will be considered in determining any eligibility or vesting service required to be completed by a Participant under the Plan.

The Plan Administrator may, on a nondiscriminatory basis, provide that the period of time in which an authorized leave of absence has occurred will be included in any eligibility or vesting service required to be completed by a Participant under the Plan.

22.07 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT

This section is effective as of December 12, 1994 or the Plan's initial effective date, if later. Notwithstanding any provisions of the Plan to the contrary, contributions, benefits and years of service with respect to Qualified Military Service will be provided in accordance with Code Section 414(u).

22.08 NONTERMINABLE PROTECTIONS AND RIGHTS

Notwithstanding anything contained herein to the contrary, except as provided in Sections 12.06 (put requirements) or 12.07 (right of first refusal) of the Plan, or as otherwise permitted by applicable law, no security acquired with the proceeds of an exempt loan may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and/or distributed from this Plan.

The rights and protections specified in the preceding sentence, together with the put option rights provided for in Section 12.06 hereof, will be non-terminable regardless of whether this Plan ceases to be an employee stock ownership plan or an exempt loan is paid in full.

22.09 DIVIDENDS

Dividends on Employer Shares held in a Participant's Account shall be allocated as investment earnings of such Participant's Account, and dividends on Shares held in the

41

unallocated suspense account described in Section 4.02 shall be allocated in accordance with procedures established by the Plan Administrator.

22.10 USE OF RETURN OF CAPITAL WITH RESPECT TO EMPLOYER SHARES

Amounts received by the Plan as a return of capital on the Employer Shares held in the suspense account described in Section 3.02 may be used to repay the Plan loan which has been used to acquire such shares, or may be held in the suspense account and allocated on a pro rata basis in accordance with the remaining Employer Shares held in suspense, as determined by the Plan Administrator.

22.11 MINIMUM DISTRIBUTIONS

With respect to distributions under the Plan made in calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under Section 401(a)(9) that were proposed in January 2001, notwithstanding any provision of the Plan to the contrary. This paragraph shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service.

22.12 QUALIFIED TRANSPORTATION FRINGE COMPENSATION

To the extent that any provision of the Plan directly or indirectly references the definition of "compensation" set forth in either
Section 415(c)(3) or Section 414(s)(2) of the Code, and such provision provides that certain deferred compensation pursuant to Section 415(c)(3)(D) of the Code or Section 414(s)(2) of the Code will be included in the definition of "compensation," then effective for Plan Years or Limitation Years beginning on and after January 1, 2001, the amount of compensation determined pursuant to such provision will include elective amounts that are not includable in the gross income of the Participant by reason of Section 132(f)(4) of the Code. To the extent that the definition of "compensation" which is used for the purpose of determining a Participant's allocation under the Plan includes in such definition certain deferred compensation referenced in either Section 414(s)(2) or 415(c)(3)(D) of the Code, effective for Plan Years beginning on and after January 1, 2001, the amount of compensation determined pursuant to such provision will include elective amounts that are not includable in the gross income of the Participant by reason of Section 132(f)(4) of the Code.

22.13 MISTAKES OR MISSTATEMENTS

In the event of a mistake or a misstatement by a Participant or Beneficiary as to any item of information that is furnished pursuant to the terms of the Plan that has an effect on the

42

amount of paid or to be paid to such Participant or Beneficiary, or a mistake by the Plan as to the amount paid or to be paid to a Participant or Beneficiary, the Plan Administrator shall take such action as in its judgment will accord to such person the payment to which he is properly entitled under the Plan. The actions to be taken by the Plan Administrator may include the reduction of future payments to the Participant or Beneficiary, the restatement of such person's accrued benefit on the books and records or the Plan Administrator, a request of the Participant or Beneficiary that the amounts paid in error to such person be repaid, or any other such action as the Plan Administrator deems desirable.

43

SECTION 23 - DEFINITIONS

Whenever used herein, the following words and phrases will have the meanings specified below. Additional words and phrases may be defined in the text of the Plan.

"ACCOUNT" means a Participant's Employer Contributions Account and any other accounts established for the benefit of a Plan Participant. "Account," when used in the Plan, will also mean, to the extent the context so requires, the aggregate of such accounts.

"AFFILIATE" means, except for the purpose of determining the limitations set forth in Section 2.04, any other employer that, together with the Employer, is a member of: (a) a controlled group of corporations or of a commonly controlled trade or business, as defined in Code Sections 414(b) and
(c); (b) an affiliated service group as defined in Code Section 414(m); or (c) any other organization described in Code Section 414(o) (to the extent required to be aggregated by the Secretary of Treasury). For the purpose of determining the limitations set forth in Section 2.04, the term "Affiliate" has the meaning as set forth in this definition, as modified by Section 415(h).

"ANNUAL ADDITIONS" means the sum of the following amounts for a Limitation Year:

(a) Employer contributions and Forfeitures allocated to a Participant's Account pursuant to Section 2. The amount of Annual Additions attributable to Employer contributions that are used to repay an exempt loan (as described in Section 21) may be determined by reference to either the amount of Employer contributions used to repay such loan or the value of the Employer Shares allocated to Participants' Accounts.

For any Plan Year in which not more than one-third of the Employer contributions made pursuant to Section 2.02 are allocated to "highly-compensated employees" (within the meaning of Code Section 414(q)), the amount treated as an Annual Addition will be adjusted to exclude Forfeitures on Employer Shares that are acquired with the proceeds of a loan described in Section 21, or Employer contributions that are allocable to interest payments on such loan. For any Plan Year, the Plan Administrator may reallocate the allocation required to be made to Participants' Accounts in accordance with Section 3 by reducing the amounts allocated to the Plan's highly compensated employees in order to satisfy the "one-third" rule.

(b) amounts allocated after March 31, 1984 to an individual medical account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;

(c) amounts derived from contributions paid or accrued after December 31, 1985 in taxable years ending after such date which are attributable to postretirement medical benefits allocated to the separate account of a "key employee" (as defined in Section 416(i) of the Code) under a welfare benefit fund (as defined in Section 419(e) of the Code) maintained by the Employer. The amounts described under this paragraph (c) will not be subject to the 25% of compensation limit provided in Section 2.04;

44

(d) amounts consisting of Employer contributions (including elective deferral contributions), employee after-tax contributions or forfeitures allocated to any other defined contribution plan or simplified employee pension (other than a salary reduction simplified employee pension) of the Employer or an Affiliate to which the Participant is or was a participant.

In determining the amount set forth in paragraph (a) above, an excess annual addition determined in accordance with Section 3.01 that is applied to reduce Employer contributions in a Limitation Year will be considered an Annual Addition for the year in which such contribution is applied.

The amounts described in paragraphs (a) and (d) above will include amounts treated as "excess deferrals" within the meaning of Treasury Regulation 1.402(g)-1(e)(1)(iii) (unless distributed in accordance with Treasury Regulation 1.402(g)-1(e)(2) or (3)), "excess contributions" within the meaning of Treasury Regulation 1.401(k)-1(g)(7) or "excess aggregate contributions" within the meaning of Treasury Regulation 1.401(m)-1(f)(8) for a Limitation Year.

"BENEFICIARY" means the individual, individuals or trust designated by the Participant or determined in accordance with Section 8 to receive any death benefit payable under the Plan.

"CODE" means the Internal Revenue Code of 1986, as may be amended from time to time and corresponding provisions of future federal internal revenue codes.

"COMPENSATION" means all amounts paid to the Participant by the Employer for a Plan Year which is treated as wages pursuant to Code Section 3401(a), plus all other payments of compensation which the Employer is required to report on form W-2, plus all amounts excluded from income under Sections 125,
402(e)(3), 402(h)(1)(B), 403(b), or for Limitation Years commencing on and after January 1, 2001, Section 132(f)(4) of the Code; provided compensation paid by the Employer during any Plan Year in excess of the limit set forth in Code
Section 401(a)(17)(A), as adjusted by Code Section 401(a)(17)(B), will be excluded. Effective August 19, 1999, amounts realized from the exercise of a nonqualified stock option, or amounts includable in income when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, shall also be excluded from the definition of compensation.

For purposes of a Participant's first Plan Year of eligibility, only Compensation paid to such Participant after the Entry Date on which he begins to participate in the Plan shall be considered for purposes of determining allocations under Section 3 hereof.

"EFFECTIVE DATE" for this amended and restated Plan means, except where separately stated, January 1, 1998.

"EMPLOYEE" means any person who is an employee in the regular employment of the Employer, excluding: (a) Employees who are members of a collective bargaining unit providing retirement benefits were subject to good-faith negotiation between the Union and the Employer;

45

and (b) Employees who are classified by the Employer as "leased employees." If an individual who is not classified as a common law employee is determined by a court of law or governmental agency to be a common law employee of the Employer, such employee will remain excluded from participation in the Plan unless the Plan is amended to specifically provide for such employee's inclusion. The definition of "Employee" shall also exclude any person acquired in a corporate transaction with Industrial Bancorp, Inc. or one of its affiliated companies who was a participant in the Industrial Bancorp, Inc. Employee Stock Ownership Plan immediately prior to the acquisition date. Notwithstanding the foregoing, the persons who are excluded from participation in this Plan as described in the preceding sentence will become Participants in the Plan on January 1, 2003, provided such persons are Employees on such date.

"EMPLOYER" means the Sponsor or Affiliate that adopts the Plan and joins in the Trust Agreement. As of the Effective Date, The Home Savings and Loan Company of Youngstown, Ohio is an Affiliate that participates in the Plan.

"EMPLOYER CONTRIBUTIONS ACCOUNT" means the account established for the benefit of a Participant pursuant to Section 4.01.

"EMPLOYER SHARES" OR "SHARES" means securities which constitute "employer securities" under Section 409(1) of the Code and "qualifying employer securities" under Section 4975(e)(8) of the Code and Section 407(d)(5) of ERISA.

"EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee first performs an Hour of Service for the Employer or an Affiliate or the date on which an Employee first performs an Hour of Service for the Employer or an Affiliate after a One-Year Break in Service.

"ENTRY DATE" means the first day of January, April, July or October following the period described in Section 1.02 in which an Employee satisfied the requirements of Section 1.01, but not earlier than the date the Plan first became effective.

"FORFEITURE" means the non-vested amount of a Participant's Account determined in accordance with Section 11 that the Participant is not entitled to receive upon the termination of his employment.

"HOUR OF SERVICE" means:

(a) each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer or an Affiliate. These hours will be credited to the Employee for the computation period or periods in which the duties are performed; and

(b) each hour for which an Employee is paid, or entitled to payment, by the Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, absence for maternity or paternity reasons, jury

46

duty, military duty or leave of absence. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period) unless such period is a period of Qualified Military Service. An Employee will be credited with Hours of Service for all periods of Qualified Military Service in accordance with the Uniformed Services Employment and Reemployment Rights Act. Hours under this paragraph will be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by this reference; and

(c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliate. The same Hours of Service will not be credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c). The hours credited pursuant to this paragraph (c) will be credited to the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made; and

(d) if records of actual hours are not maintained for an Employee, an Employee will be given credit for 190 Hours of Service if he is employed at any time during the month.

"LATE RETIREMENT DATE" means the first day of the month following the Participant's actual retirement after his Normal Retirement Date.

"LIMITATION YEAR" means the Plan Year.

"NORMAL RETIREMENT AGE" means the day on which the Participant attains age 65.

"NORMAL RETIREMENT DATE" means the first day of the month coincident with or next following the date on which a Participant attains his Normal Retirement Age; provided, however, that the Plan will not be interpreted to require that a Participant retire prior to attaining any specific age.

"ONE-YEAR BREAK IN SERVICE" means a 12-month period during which a Participant has not completed more than 500 Hours of Service.

In the case of an Employee who is absent from work for maternity or paternity reasons, such Employee will have credited, solely for purposes of determining whether a One-Year Break in Service has occurred for eligibility and vesting, if required, in the year in which the absence begins if necessary to prevent a One-Year Break in Service for such year; or in the following year, the number of hours that would normally have been credited but for such absence; or in any case in which such hours cannot be determined, 8 Hours of Service per day of such absence. The total number of hours treated as Hours of Service under this paragraph will not exceed 501 hours. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of pregnancy of the Participant; (b) by reason of the birth of a child of the Participant; (c) by reason of the placement of a child with the Participant in connection with the adoption of such child by such Participant; or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

47

An Employee will not be treated as having a One-Year Break in Service as a result of any periods of Qualified Military Service.

"PARTICIPANT" means either (a) an Employee who is participating in the Plan in accordance with Section 1.01 for whom an Account is being maintained; or (b) a former Employee of the Employer for whom an Account is being maintained.

"PLAN" means the United Community Financial Corp. Employee Stock Ownership Plan, as amended, as embodied in the Plan document and amendments made hereto from time to time.

"PLAN ADMINISTRATOR" means an administrative committee appointed by the Sponsor to perform the functions described in Section 14. In the absence of such appointment, the Sponsor will be the Plan Administrator. Notwithstanding the foregoing, the Sponsor will be the Plan Administrator for purposes of the reporting and disclosure requirements of Employee Retirement Income Security Act of 1974, as it shall be amended from time to time, and of the Code.

"PLAN YEAR" means the fiscal year of the Plan beginning on January 1 and ending on December 31.

"PROJECTED ANNUAL BENEFIT" means the annual benefit to which the Participant would be entitled under all Employer or Affiliate sponsored defined benefit plans, assuming that the Participant continues employment until his Normal Retirement Date, that the Participant's compensation continues until his Normal Retirement Date at the rate in effect during the current calendar year and that all other factors relevant for determining benefits under the plans remain constant at the level in effect during the current calendar year.

"QUALIFIED MILITARY SERVICE" means any service in the "uniformed services" (as defined in Chapter 43 of Title 38 of the United States Code) by an Employee relating to reemployment initiated on or after December 12, 1994, if such Employee is entitled to reemployment rights under such chapter with respect to such service.

"SHARES." See "EMPLOYER SHARES."

"SPONSOR" means United Community Financial Corp., or any successor employer that assumes the responsibilities and liabilities of the Plan.

"SPOUSE" or "SURVIVING SPOUSE" means an individual who is legally married to the Participant, provided that an individual who was formerly married to the Participant will be treated as the Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order, as described in Code
Section 414(p).

"TRUST" or "TRUST FUND" means the fund established pursuant to the terms of the Trust Agreement, which fund may be comprised of one or more investment funds.

48

"TRUST AGREEMENT" means the agreement by and between the Sponsor and the Trustee for the management, investment and disbursement of assets held in the Trust Fund.

"TRUSTEE" means the bank, trust company and/or individual designated by the Sponsor to hold and invest the Trust Fund and to pay benefits and expenses in accordance with the terms and provisions of the agreement by and between the Sponsor and such bank, trust company and/or individual. As of the Effective Date, the Trustee is Riggs Bank, N.A.

"VALUATION DATE" means the last day of the Plan Year and any other date or dates fixed by the Plan Administrator for the valuation of assets and adjustments of Accounts.

"YEAR(S) OF SERVICE" An Employee will be credited with a Year of Service for each Plan Year (excluding service described in Section 11.03, if any) in which he is credited with at least 1,000 Hours of Service. An Employee who terminates employment before the end of a Plan Year but after being credited with at least 1,000 Hours of Service will be credited with a Year of Service. In determining an Employee's Year(s) of Service, all periods of Qualified Military Service will be included.

49

IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed by a duly authorized individual this 14 day of November, 2001.

                                                                UNITED COMMUNITY FINANCIAL CORP.

                                                                By: /S/ DOUGLAS M. MCKAY
                                                                   ----------------------------------------------
                                                                Name (Print): DOUGLAS M. MCKAY
                                                                   ----------------------------------------------
Date executed: NOVEMBER 14, 2001
               ------------------
                                                                Title: PRESIDENT AND CHAIRMAN OF THE BOARD

                                                                THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN,
                                                                OHIO



                                                                By: /S/ DOUGLAS M. MCKAY
                                                                   ----------------------------------------------

                                                                Name (Print): DOUGLAS M. MCKAY
                                                                   ----------------------------------------------
Date executed: NOVEMBER 15, 2001
               ------------------
                                                                Title: CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
                                                                BOARD

50

 

EXHIBIT 13

SELECTED FINANCIAL AND OTHER DATA

                                           
Selected financial condition data:   At December 31,
 
      2001   2000   1999   1998   1997
     
 
 
 
 
      (In thousands)
Total assets
  $ 1,944,780     $ 1,300,199     $ 1,327,573     $ 1,297,689     $ 1,073,222  
Cash and cash equivalents
    205,883       45,972       111,445       172,409       36,404  
Marketable securities:
                                       
 
Trading
    8,352       5,933       7,657       2,804       2,475  
 
Available for sale
    51,081       98,445       161,904       112,200       39,545  
 
Held to maturity
    1,698       876       1,091       4,993       5,168  
Mortgage-related securities:
                                       
 
Available for sale
    67,069       91,731       113,559       98,890       62,416  
 
Held to maturity
    78,798       107,684       138,079       182,999       243,848  
Loans, net
    1,406,479       876,653       723,087       657,498       633,236  
Loans held for sale, net
    20,192                          
FHLB stock
    18,760       13,793       12,825       11,958       11,136  
Deposits
    1,383,418       900,413       834,087       777,583       886,808  
Other borrowed funds
    271,631       114,317       213,578       26,727       17  
Total equity
    261,880       261,899       256,868       474,821       150,141  
                                         
Summary of earnings:   Year Ended December 31,
 
    2001   2000   1999   1998   1997
   
 
 
 
 
    (In thousands)
Interest income
  $ 113,989     $ 91,622     $ 89,971     $ 87,755     $ 84,081  
Interest expense
    57,047       44,104       34,284       36,570       40,996  
 
   
     
     
     
     
 
Net interest income
    56,942       47,518       55,687       51,185       43,085  
Provision for (recovery of) loan loss allowances
    2,495       300       100       650       (1,546 )
 
   
     
     
     
     
 
Net interest income after provision for (recovery of) loan loss allowances
    54,447       47,218       55,587       50,535       44,631  
Noninterest income
    28,449       24,754       22,721       22,137       20,217  
Noninterest expenses (1)(2)(3)
    57,708       54,307       61,037       56,931       42,704  
 
   
     
     
     
     
 
Income before provision for income taxes
    25,188       17,665       17,271       15,741       22,144  
Provision for income taxes
    9,509       6,051       6,876       5,612       7,717  
 
   
     
     
     
     
 
Net income
  $ 15,679     $ 11,614     $ 10,395     $ 10,129     $ 14,427  
 
   
     
     
     
     
 

(1)   For the year ended December 31, 2000, noninterest expense included a $2.9 million gain on postretirement benefits curtailment and a $1.0 million loss on pension termination.
(2)   For the year ended December 31, 1999, noninterest expense included $6.4 million compensation expense as a result of the $6.00 per share special capital distribution paid on Recognition and Retention Plan (RRP) shares.
(3)   For the year ended December 31, 1998, noninterest expense included $11.8 million as a result of the contribution to the Home Savings and Loan Charitable Foundation (Foundation).

 


 

                                           
Selected financial ratios and other data:   At or for the Year Ended December 31,
      2001   2000   1999   1998   1997
     
 
 
 
 
Performance ratios: (1)
                 
  Return on average assets (2)     0.97 %     0.92 %     0.79 %     0.83 %     1.34 %
 
Return on average equity (3)
    6.03       4.47       2.46       3.41       10.10  
 
Interest rate spread (4)
    2.95       2.91       2.98       3.28       3.50  
 
Net interest margin (5)
    3.66       3.89       4.38       4.32       4.10  
 
Noninterest expense to average assets
    3.56       4.30       4.66       4.66       3.96  
 
Efficiency ratio (6)
    71.79       75.14       77.85       77.65       67.46  
 
Average interest-earning assets to Average interest-bearing liabilities
    119.23       127.08       152.09       133.59       115.34  
Capital ratios:
                                       
 
Average equity to average assets
    16.04       20.57       32.25       24.30       13.23  
 
Equity to assets at year end
    13.47       20.14       19.35       36.59       13.99  
 
Tangible capital
    9.07       14.51       26.75       26.80       13.47  
 
Core capital
    9.07       14.51       26.75       26.80       13.47  
 
Risk-based capital
    14.70       24.33       50.41       51.51       28.85  
Asset quality ratios:
                                       
 
Nonperforming loans to loans at year end (7)
    0.89       1.10       0.54       1.15       1.60  
 
Nonperforming assets to average assets (8)
    0.80       0.79       0.31       0.63       0.94  
 
Nonperforming assets to total assets at year end (8)
    0.67       0.77       0.30       0.59       0.95  
 
Allowance for loan losses as a percent of loans
    0.81       0.74       0.88       0.96       0.94  
 
Allowance for loan losses as a percent of nonperforming loans (7)
    92.13       67.79       164.86       84.62       59.02  
Number of:
                                       
 
Loans
    25,636       22,699       20,274       19,628       19,173  
 
Deposits
    164,753       115,785       106,196       105,426       108,663  
Per share data: (9)
  Basic earnings (10)   $ 0.49     $ 0.35     $ 0.31     $ 0.10       N/A  
 
Diluted earnings (10)
    0.48       0.35       0.30       0.10       N/A  
 
Book value (11)
    7.34       7.02       6.80       13.38       N/A  
 
Dividend payout ratio (12)
    62.50 %     85.71 %     100.00 %     75.00 %     N/A  

(1)   Performance ratios for 2000 reflect the $2.9 million gain on postretirement benefits curtailment and the $1.0 million loss on pension termination. Performance ratios for 1999 reflect the $6.4 million employee benefit expense related to the $6.00 per share special capital distribution paid on the RRP shares. Performance ratios for 1998 reflect the $11.8 million contribution to the Foundation.
(2)   Net income divided by average total assets. Excluding the effects of the gain on postretirement benefits curtailment and the loss on pension termination, the return on average assets would have been 0.80% for the year ended December 31, 2000. Excluding the effect of the employee benefit expense related to the special capital distribution paid on the RRP shares, the return on average assets would have been 1.16% for the year ended December 31, 1999. Excluding the effect of the contribution to the Foundation, the return on average assets would have been 1.43% for the year ended December 31, 1998.
(3)   Net income divided by average total equity. Excluding the effects of the gain on postretirement benefits curtailment and the loss on pension termination, the return on average equity would have been 3.90% for the year ended December 31, 2000. Excluding the effect of the employee benefit expense related to the special capital distribution paid on the RRP shares, the return on average equity would have been 3.60% for the year ended December 31, 1999. Excluding the effect of the contribution to the Foundation, the return on average equity would have been 5.89% for the year ended December 31, 1998.
(4)   Difference between weighted average yield on interest-earning assets and weighted average cost of interest-bearing liabilities.
(5)   Net interest income as a percentage of average interest-earning assets.
(6)   Noninterest expense divided by the sum of net interest income and noninterest income. Excluding the effects of the gain on postretirement benefits curtailment and the loss on pension termination, the efficiency ratio would have been 78.22% for the year ended December 31, 2000. Excluding the effect of the employee benefit expense related to the special capital distribution paid on the RRP shares, the efficiency ratio would have been 69.52% for the year ended December 31, 1999. Excluding the effect of the contribution to the Foundation, the efficiency ratio would have been 61.73% for the year ended December 31, 1998.
(7)   Nonperforming loans consist of nonaccrual loans and restructured loans.
(8)   Nonperforming assets consist of nonperforming loans and real estate acquired in settlement of loans.
(9)   For purpose of displaying six months earnings per share for 1998, it is assumed the Conversion took place as of July 1, 1998.
(10)   Net income divided by average number of shares outstanding. Excluding the effects of the gain on postretirement benefits curtailment and the loss on pension termination, basic and diluted earnings per share would have been $0.31for the year ended December 31, 2000. Excluding the effect of the employee benefit expense related to the special capital distribution paid on the RRP shares, basic earnings per share would have been $0.45 and diluted earnings per share would have been $0.44 for the year ended December 31, 1999. Excluding the effect of the contribution to the Foundation, basic and diluted earnings per share would have been $0.32 for the year ended December 31, 1998.
(11)   Equity divided by number of shares outstanding.
(12)   Historical per share dividends declared and paid for the year divided by the diluted earnings per share for the year.

 


 

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

General

      United Community Financial Corp. (United Community) was incorporated for the purpose of owning all of the outstanding stock of The Home Savings and Loan Company of Youngstown, Ohio (Home Savings). On August 12, 1999, United Community acquired Butler Wick Corp. (Butler Wick), which was accounted for as a pooling of interests. Accordingly, the consolidated financial statements of United Community for all periods prior to the Butler Wick acquisition have been restated to include the results of Butler Wick. On July 1, 2001, United Community acquired Industrial Bancorp, Inc. (Industrial), which was accounted for as a purchase. Accordingly, the results of Industrial’s operations from the effective date of acquisition have been included in United Community’s 2001 financial statements. See note 2 to the consolidated financial statements for discussion of the acquisitions. The following discussion and analysis of the financial condition and results of operations of United Community and its subsidiaries should be read in conjunction with the consolidated financial statements, and the notes thereto, included in this Annual Report.

Changes in Financial Condition

     Total assets increased $644.6 million, or 49.6%, from $1.30 billion at December 31, 2000 to $1.94 billion at December 31, 2001, primarily as a result of the Industrial acquisition. Net loans increased $529.8 million, or 60.40%, net loans held for sale increased $20.2 million and cash and cash equivalents increased $159.9 million, or 347.8%. Decreases in securities of $97.7 million, or 32.1%, and margin accounts of $12.4 million, or 37.1%, and increases in deposits of $483.0 million, or 53.6%, and other borrowed funds of $157.3 million, or 137.6%, funded the increases in loans and cash and cash equivalents.

     Net loans increased $529.8 million, or 60.4%, to $1.4 billion at December 31, 2001, compared to $876.7 million at December 31, 2000, of which $380.1 million is attributable to the Industrial acquisition. The most significant increases were $360.4 million in real estate loans secured by one- to four-family residences, $36.6 million in multifamily real estate loans, $57.9 million in construction loans secured by one- to four-family residences, and $52.4 million in consumer loans. Home Savings anticipates continued growth in all loan categories, which will increase the risk of loan losses. Non-residential real estate lending is generally considered to involve a higher degree of risk than residential real estate lending due to the relatively larger loan amounts and the effects of general economic conditions on the successful operation of income-producing properties.

     Home Savings originates or purchases commercial real estate and business loans. These loans are considered by management to be of somewhat greater risk of uncollectibility than single-family residential real estate loans due to the dependency on income production or future development of real estate. The following table sets forth Home Savings’ commercial real estate portfolios by type of collateral.

                                   
      December 31,
     
      2001   2000
     
 
              Percent           Percent
      Amount   of Total   Amount   of Total
     
 
 
 
      (Dollars in thousands)
Strip shopping centers
  $ 37,052       24.16 %   $ 29,613       21.46 %
Office buildings
    49,323       32.16       52,713       38.21  
Warehouses
    18,933       12.35       25,418       18.42  
Hotel property
    6,307       4.11       5,776       4.19  
Light industrial manufacturing
    14,529       9.47       15,826       11.47  
Unimproved land
    13,722       8.95       347       0.25  
Nursing homes
    7,010       4.57              
Other
    6,492       4.23       8,283       6.00  
 
   
     
     
     
 
 
Total
  $ 153,368       100.00 %   $ 137,976       100.00 %
 
   
     
     
     
 

     Home Savings became active in the secondary market during 2001. Net loans held for sale were $20.2 million at December 31, 2001 compared to no loans held for sale at December 31, 2000.

     Funds not currently utilized for general corporate purposes, including loan originations, enhanced customer services and possible acquisitions, are invested in overnight funds, investment securities and mortgage-related securities. Overnight funds increased $147.8 million, or 657.1%, to $170.3 million at December 31, 2001 compared to $22.5 million at December 31, 2000. Securities available for sale, which include both investment and mortgage-related securities, decreased $72.0 million, or 37.9%. Securities held to maturity, which also consist of investment securities and mortgage-related securities, decreased $28.1 million, or 25.9%. Trading securities, which consist of investment securities, increased $2.4 million, or 40.8%. This net decrease in securities was primarily used to fund an increase in net loans of $529.8 million.

 


 

     Total deposits increased $483.0 million, or 53.6%, from $900.4 million at December 31, 2000 to $1.4 billion at December 31, 2001, of which $313.6 million is attributable to the acquisition of Industrial. The increase is primarily due to new savings products introduced by Home Savings that offer competitive rates or other features. The deposit increase included a $294.8 million increase in certificate accounts, a $130.5 million increase in demand accounts and a $57.7 million increase in savings accounts.

     Other borrowed funds increased $157.3 million, or 137.6%, at December 31, 2001 compared to December 31, 2000, of which $30.0 million of borrowed funds is outstanding Federal Home Loan Bank Advances acquired from Industrial. The primary reason for the increase is $87.0 million borrowed from the Federal Home Loan Bank to fund the acquisition of Industrial. Other borrowed funds were used primarily to fund loan growth.

     Total shareholders’ equity decreased $19,000, or 0.01%, from December 31, 2000 to December 31, 2001. The decrease was primarily due to the quarterly dividend payments and treasury stock purchases, offset by earnings for the year and an increase in other comprehensive income. United Community acquired 1,604,126 shares of common stock for $11.0 million during the year ended December 31, 2001. United Community has remaining authorization to purchase 1,688,032 shares as of December 31, 2001. Book value per share was $7.34 as of December 31, 2001.

Comparison of Operating Results for the Years Ended December 31, 2001 and December 31, 2000

Net Income —Net income for the year ended December 31, 2001 was $15.7 million, compared to $11.6 million for the year ended December 31, 2000. The primary reason for the increase was a $9.4 million increase in net interest income and a $3.7 million increase in noninterest income. These increases were partially offset by a $3.4 million increase in noninterest expense and a $2.2 million increase in the provision for loan loss allowances. Diluted earnings per share for the year ended December 31, 2001 were $0.48 compared to diluted earnings per share of $0.35 for the year ended December 31, 2000.

Net Interest Income —Net interest income increased $9.4 million, or 19.8%, to $56.9 million in 2001 from $47.5 million for 2000. Total interest income increased $22.4 million and interest expense increased $12.9 million. The increase in total interest income was primarily due to an increase in interest on loans of $30.1 million, which was partially offset by a decrease in interest earned on securities of $8.1 million and a decrease in income on margin accounts of $1.8 million. The average balance of interest-earning assets increased $335.4 million for the year ended December 31, 2001 compared to 2000. The average yield on interest-earning assets decreased to 7.32% in 2001 compared to 7.50% in 2000. The increase in interest expense was primarily due to an increase in interest expense on deposits of $12.6 million, due to an increase in the weighted average balance of deposits. The average balance of interest-bearing liabilities increased $344.6 million, or 35.8%, and the average rate paid decreased to 4.37% for 2001 from 4.59% for 2000. The interest rate spread increased 4 basis points to 2.95% for 2001 from 2.91% for 2000 as a result of the 22 basis point decrease in the cost of interest-bearing liabilities partially offset by a 18 basis point decrease in the yield on interest-earning assets.

Provision for Loan Losses —Provisions for loan losses are charged to operations to bring the total allowance for loan losses to a level considered by management to be adequate to provide for possible estimated losses based on management’s evaluation of such factors as the delinquency status of loans, current economic conditions, the net realizable value of the underlying collateral, changes in the composition of the loan portfolio and prior loan loss experience. The provision for loan loss allowance was $2.5 million in 2001 compared to a provision of $300,000 in 2000. The primary reasons for the increase in the provision is the loan growth experienced in 2001, an increase in nonperforming loans of $2.8 million from December 31, 2000 to December 31, 2001, an increase in delinquencies, current economic conditions and loans originated in new market areas. Additional factors that contributed to the increase in the provision during the fourth quarter include a shift in the mix of the portfolio and an increase in loans on the watch list. The allowance for loan losses totaled $11.5 million at December 31, 2001, which was 0.80% of total loans and 92.13% of nonperforming loans.

Noninterest Income —Noninterest income increased $3.7 million, or 14.9%, to $28.4 million for the year ended December 31, 2001, from $24.8 million for the year ended December 31, 2000. The increase was primarily due to an increase of $5.5 million recognized on the sale of loans and a $2.2 million increase in service fees and other charges. These increases were partially offset by a $3.8 million decline in commission income and a $1.1 million decrease in gains recognized on trading securities in 2001.

Noninterest Expense —Noninterest expense increased $3.4 million to $57.7 million for 2001, from $54.3 million in 2000. The primary reasons for the increase are a $1.6 million increase in equipment and data processing, a $1.7 million increase in the amortization of the core deposit intangible related to the Industrial acquisition and a $1.1 million increase in other expenses. These increases were partially offset by a $1.7 million decline in salaries and employee benefits primarily due to lower commissions earned at Butler Wick and a $1.7 million decline in franchise tax due to lower equity for Home Savings in 2001 compared to 2000. A $2.9 million gain on the curtailment of postretirement benefits and a $1.8 million loss on the termination of the Home Savings’ pension plan, which both occurred in 2000, also contributed to the change in noninterest expense.

Federal Income Taxes —Federal income taxes increased $3.5 million, or 57.1%, in 2001 compared to 2000, primarily due to higher pretax income in 2001. The effective tax rate was 38% in 2001 and 34% in 2000. Refer to Note 12 to the consolidated financial statements for a further analysis of the effective tax rate.

 


 

Comparison of Operating Results for the Years Ended December 31, 2000 and December 31, 1999

Net Income —Net income for the year ended December 31, 2000 was $11.6 million, compared to $10.4 million for the year ended December 31, 1999. The primary reasons for the increase were a $6.7 million decrease in noninterest expense, primarily due to the recognition in 1999 of a $6.4 million one-time compensation expense for the United Community Recognition and Retention Plan (RRP) due to the special capital distribution and a $2.9 million gain recognized on the curtailment of postretirement benefits in 2000, which were partially offset by a $1.0 million loss due to the termination of the Home Savings pension plan. Another component of the increase in earnings was a $2.0 million increase in noninterest income due to increases in commissions and service fees and other charges. These increases were partially offset by a $8.2 million decrease in net interest income primarily due to increases in interest expense on deposits and other borrowed funds. Diluted earnings per share for the year ended December 31, 2000 were $0.35 compared to diluted earnings per share of $0.30 for the year ended December 31, 1999.

Net Interest Income —Net interest income decreased $8.2 million, or 14.7%, to $47.5 million in 2000 from $55.7 million for 1999. Total interest income increased $1.7 million and interest expense increased $9.8 million. The increase in total interest income was primarily due to an increase in interest on loans of $8.3 million and an increase in interest on margin accounts of $1.4 million, which were partially offset by a decrease in interest earned on securities of $4.1 million and a decrease in income on other interest-earning assets of $4.0 million. The average balance of interest-earning assets decreased $48.6 million for the year ended December 31, 2000 compared to 1999. The average yield on interest-earning assets increased to 7.50% in 2000 compared to 7.08% in 1999. The increase in interest expense was due to an increase in interest expense on deposits of $5.0 million and an increase in expense on borrowed funds of $4.9 million. The increase in deposits was due to increases in the weighted average interest rate and the average balance and the increase in expense on other borrowed funds was due to an increase in the average balance. The average balance of interest-bearing liabilities increased $126.2 million, or 15.1%, and the average rate paid increased to 4.59% for 2000 from 4.10% for 1999. The interest rate spread decreased 7 basis points to 2.91% for 2000 from 2.98% for 1999 as a result of the 49 basis point increase in the cost of interest-bearing liabilities substantially offset by a 42 basis point increase in the yield on interest-earning assets.

Provision for Loan Losses —Due to growth in the loan portfolio and an increase in nonperforming loans and delinquency rates, the provision for loan loss allowance was $300,000 in 2000 compared to a provision of $100,000 in 1999. The allowance for loan losses totaled $6.6 million at December 31, 2000, which was 0.74% of total loans.

Noninterest Income —Noninterest income increased $2.0 million, or 8.9%, to $24.7 million for the year ended December 31, 2000, from $22.7 million for the year ended December 31, 1999. The increase was primarily due to an increase in the commissions and service fees and other charges of $990,000 and $963,000, respectively, primarily due to an increase in securities transactions and trust services to Butler Wick customers. These increases were partially offset by a $340,000 decrease in gains recognized on trading securities in 2000.

Noninterest Expense —Noninterest expense decreased $6.7 million to $54.3 million for 2000, from $61.0 million in 1999. This decrease was primarily attributable to a decrease in salaries and employee benefits of $7.2 million and a gain of $2.9 million on the curtailment of postretirement benefits. The decrease in salaries and employee benefits was primarily due to a $6.4 million one-time expense from the effect of the $6.00 per share special capital distribution on the RRP in 1999 and a decrease in expense related to the Employee Stock Ownership Plan (ESOP) of $1.0 million due to a lower average stock price in 2000. These decreases were partially offset by a one-time $1.0 million loss on the termination of the Home Savings pension plan and an increase in franchise tax expense of $1.8 million due to Home Savings having higher equity on its 2000 return compared to its 1999 return.

Federal Income Taxes —Federal income taxes decreased $825,000, or 12.0%, in 2000 compared to 1999, primarily due to a $400,000 valuation allowance booked in 1999 and tax benefits of filing a consolidated return in 2000. The effective tax rate was 34% in 2000 and 40% in 1999. Refer to Note 12 to the consolidated financial statements for a further analysis of the effective tax rate.

Yields Earned and Rates Paid

     The following table sets forth certain information relating to United Community’s average balance sheet information and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balances of interest-earning assets or interest-bearing liabilities, respectively, for the periods presented. Average balances are derived from daily balances. Nonaccruing loans have been included in the table as loans carrying a zero yield. The average balance for securities available for sale is computed using the carrying value and the average yield on securities available for sale has been computed using the historical amortized average balance.

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

                                                                             
        Year ended December 31,
       
        2001   2000   1999
       
 
 
        Average   Interest           Average   Interest           Average   Interest        
        outstanding   earned/   Yield/   outstanding   earned/   Yield/   outstanding   earned/   Yield/
        balance   paid   rate   balance   paid   rate   balance   paid   rate
       
 
 
 
 
 
 
 
 
                                (Dollars in thousands)                        
Interest-earning assets:
                                                                       
 
Net loans (1)
  $ 1,185,202     $ 92,933       7.84 %   $ 785,437     $ 62,836       8.00 %   $ 689,170     $ 54,564       7.92 %
 
Net loans held for sale
    12,440       886       7.12                                      
 
Mortgage-related securities:
                                                                       
   
Available for sale
    86,722       5,200       6.00       103,630       6,737       6.50       112,112       6,994       6.24  
   
Held to maturity
    93,777       6,355       6.78       124,900       8,651       6.93       157,108       10,946       6.97  
 
Marketable securities:
                                                                       
   
Trading
    6,359       151       2.37       6,325       145       2.29       4,300       134       3.12  
   
Available for sale
    65,935       3,664       5.56       134,355       7,896       5.88       166,465       9,409       5.65  
   
Held to maturity
    893       45       5.04       1,009       62       6.14       1,938       115       5.93  
 
Margin accounts
    26,637       1,774       6.66       41,288       3,565       8.63       29,297       2,207       7.53  
 
Other interest-earning assets
    79,828       2,981       3.73       25,444       1,730       6.80       110,644       5,602       5.06  
 
   
     
     
     
     
     
     
     
     
 
   
Total interest-earning assets
    1,557,793       113,989       7.32       1,222,388       91,622       7.50       1,271,034       89,971       7.08  
Noninterest-earning assets
    64,049                       41,214                       39,116                  
 
   
     
     
     
     
     
     
     
     
 
   
Total assets
  $ 1,621,842                     $ 1,263,602                     $ 1,310,150                  
 
   
     
     
     
     
     
     
     
     
 
Interest-bearing liabilities:
                                                                       
 
Deposits:
                                                                       
   
Checking accounts
  $ 184,120       5,446       2.96     $ 145,649       4,167       2.86     $ 128,905       3,131       2.43  
   
Savings accounts
    228,485       5,212       2.28       213,342       5,271       2.47       223,438       5,533       2.48  
   
Certificates of deposit
    696,633       37,353       5.36       467,823       25,956       5.55       427,937       21,768       5.09  
 
Other borrowed funds
    197,294       9,036       4.58       135,108       8,710       6.45       55,438       3,852       6.95  
 
   
     
     
     
     
     
     
     
     
 
 
Total interest-bearing liabilities
    1,306,532       57,047       4.37       961,922       44,104       4.59       835,718       34,284       4.10  
 
   
     
     
     
     
     
     
     
     
 
Noninterest-bearing liabilities
    55,088                       41,699                       51,924                  
 
   
     
     
     
     
     
     
     
     
 
   
Total liabilities
    1,361,620                       1,003,621                       887,642                  
Equity
    260,222                       259,981                       422,508                  
 
   
     
     
     
     
     
     
     
     
 
 
Total liabilities and equity
  $ 1,621,842                     $ 1,263,602                     $ 1,310,150                  
 
   
     
     
     
     
     
     
     
     
 
 
Net interest income and interest rate spread
          $ 56,942       2.95 %           $ 47,518       2.91 %           $ 55,687       2.98 %
 
   
     
     
     
     
     
     
     
     
 
Net interest margin
                    3.66 %                     3.89 %                     4.38 %
 
   
     
     
     
     
     
     
     
     
 
Average interest-earning assets to average interest-bearing liabilities
                    119.23 %                     127.08 %                     152.09 %
 
   
     
     
     
     
     
     
     
     
 


(1)   Nonaccrual loans are included in the average balance.

 


 

     The table below describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected United Community’s interest income and interest expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior period rate), (ii) changes in rate (change in rate multiplied by prior period volume) and (iii) total changes in rate and volume. The combined effects of changes in both volume and rate, which cannot be separately identified, have been allocated in proportion to the changes due to volume and rate:

                                                     
        Year ended December 31,
       
        2001 vs. 2000   2000 vs. 1999
       
 
        Increase           Increase        
        (decrease) due to   Total   (decrease) due to   Total
       
  increase  
  increase
        Rate   Volume   (decrease)   Rate   Volume   (decrease)
       
 
 
 
 
 
        (In thousands)
Interest-earning assets:
                                               
 
Loans
  $ (1,223 )   $ 31,320     $ 30,097     $ 576     $ 7,696     $ 8,272  
 
Loans held for sale
          886       886                          
 
Mortgage-related securities:
                                               
   
Available for sale
    (330 )     (1,207 )     (1,537 )     322       (579 )     (257 )
   
Held to maturity
    (183 )     (2,113 )     (2,296 )     (64 )     (2,231 )     (2,295 )
 
Marketable securities:
                                               
   
Trading
    5       1       6       (14 )     25       11  
   
Available for sale
    (409 )     (3,823 )     (4,232 )     393       (1,906 )     (1,513 )
   
Held to maturity
    (10 )     (7 )     (17 )     4       (57 )     (53 )
 
Margin accounts
    (702 )     (1,089 )     (1,791 )     357       1,001       1,358  
 
Other interest-earning assets
    (334 )     1,585       1,251       3,108       (6,980 )     (3,872 )
 
   
     
     
     
     
     
 
   
Total interest-earning assets
  $ 3,186     $ 25,553       22,367     $ 4,682     $ (3,031 )     1,651  
 
   
     
     
     
     
     
 
Interest-bearing liabilities:
                                               
 
Checking accounts
    145       1,134       1,279       599       437       1,036  
 
Savings accounts
    (788 )     729       (59 )     (13 )     (249 )     (262 )
 
Certificates of deposit
    (840 )     12,237       11,397       2,066       2,122       4,188  
 
Other borrowed funds
    (553 )     879       326       (257 )     5,115       4,858  
 
   
     
     
     
     
     
 
   
Total interest-bearing liabilities
  $ (2,036 )   $ 14,979       12,943     $ 2,395     $ 7,425       9,820  
 
   
     
     
     
     
     
 
Change in net interest income
                  $ 9,424                     $ (8,169 )
 
                   
                     
 

Asset and Liability Management and Market Risk

      Qualitative Aspects of Market Risk. The principal market risk affecting United Community is interest rate risk. United Community is subject to interest rate risk to the extent that its interest-earning assets reprice differently than its interest-bearing liabilities. Interest rate risk is defined as the sensitivity of a company’s earnings and net asset values to changes in interest rates. As part of its efforts to monitor and manage the interest rate risk, the Board of Directors of Home Savings, which accounts for most of the assets and liabilities of United Community, has adopted an interest rate risk policy which requires the Home Savings Board to review quarterly reports related to interest rate risk and to set exposure limits for Home Savings as a guide to senior management in setting and implementing day to day operating strategies.

United Community is subject to minimal equity price risk because its investment in equity securities, other than stock in the FHLB of Cincinnati, is only 0.61% of total assets. United Community is not affected by foreign currency exchange rate risk or commodity price risk.

Quantitative Aspects of Market Risk. As part of its interest rate risk analysis, Home Savings uses the “net portfolio value” (NPV) methodology adopted by the OTS as part of its capital regulations. Home Savings obtains quarterly rate shock risk reports prepared by an outside consulting firm that specializes in interest rate risk assessments. Generally, NPV is the discounted present value of the difference between incoming cash flows on interest-earning and other assets and outgoing cash flows on interest-bearing and other liabilities. The application of the methodology attempts to quantify interest rate risk as the change in the NPV and net interest income that would result from various levels of theoretical basis point changes in market interest rates.

     Home Savings uses a net portfolio value and earnings simulation model prepared by a third party as its primary method to identify and manage its interest rate risk profile. The model is based on actual cash flows and repricing characteristics for all financial instruments and incorporates market-based assumptions regarding the impact of changing interest rates on future volumes and the prepayment rate of applicable financial instruments. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure NPV or net interest income or precisely predict the impact of fluctuations in interest rates on net interest rate changes as well as changes in market conditions and management strategies.

 


 

     Presented below are analyses of Home Savings’ interest rate risk as measured by changes in NPV and net interest income for instantaneous and sustained parallel shifts of 100 basis point increments in market interest rates. The percentage changes fall within the policy limits set by the Board of Directors of Home Savings as the minimum NPV ratio and the maximum change in interest income that the Home Savings Board of Directors deems advisable in the event of various changes in interest rates.

                                                           
Year Ended December 31, 2001

                          NPV as % of portfolio   Next 12 months
Change   Net portfolio value   value of assets   Net interest income
in rates  
 
 
(Basis points)   $ Amount   $ Change   % Change   NPV Ratio   Change in %   $ Change   % Change

 
 
 
 
 
 
 
(Dollars in thousands)
+300
  $ 161,540     $ (97,516 )     (37.64 )%     9.22 %     (4.42 )%   $ (12,781 )     (20.68 )%
+200
    197,038       (62,018 )     (23.94 )     10.93       (2.71 )     (8,487 )     (13.74 )
+100
    230,742       (28,314 )     (10.93 )     12.45       (1.19 )     (4,551 )     (7.36 )
Static
    259,056                   13.64                    
(100)
    263,862       4,806       1.86       13.73       0.09       942       1.52  
(200)
    256,439       (2,617 )     (1.01 )     13.30       (0.34 )     806       1.30  
(300)
    245,353       (13,703 )     (5.29 )     12.73       (0.91 )     (720 )     (1.16 )
                                                           
Year Ended December 31, 2000

                          NPV as % of portfolio   Next 12 months
Change   Net portfolio value   value of assets   Net interest income
in rates  
 
 
(Basis points)   $ Amount   $ Change   % Change   NPV Ratio   Change in %   $ Change   % Change

 
 
 
 
 
 
 
(Dollars in thousands)
+300
  $ 149,982     $ (64,325 )     (30.02 )%     13.55 %     (4.14 )%   $ (6,135 )     (14.40 )%
+200
    171,431       (42,876 )     (20.01 )     15.02       (2.67 )     (3,997 )     (9.38 )
+100
    193,800       (20,507 )     (9.57 )     16.46       (1.23 )     (1,928 )     (4.52 )
Static
    214,307                   17.69                    
(100)
    221,943       7,636       3.56       17.99       0.30       1,013       2.38  
(200)
    216,714       2,407       1.12       17.42       (0.27 )     274       0.64  
(300)
    214,534       227       0.11       17.06       (0.63 )     (563 )     (1.32 )

     As illustrated in the tables, Home Savings’ NPV is more sensitive to increases in interest rates than to decreases. Home Savings’ sensitivity to increases in rates occurs principally because, as rates increase, borrowers become less likely to prepay fixed-rate loans than when interest rates are declining, and the majority of Home Savings’ loans have fixed rates of interest. In addition, loan demand is adversely affected by increases in interest rates. Thus, in a rising interest rate environment, the amount of interest Home Savings would receive on its loans would increase relatively slowly as loans are slowly prepaid and new loans at higher rates are made, while the interest Home Savings would pay on its deposits would increase rapidly because deposits generally have shorter periods to repricing than loans.

     As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and early withdrawal levels from certificates of deposit may deviate significantly from those assumed in making risk calculations.

     The Board of Directors and management of Home Savings believe that certain factors afford Home Savings the ability to operate successfully despite its exposure to interest rate risk. Home Savings manages its interest rate risk by maintaining capital in excess of regulatory requirements. See “Liquidity and Capital.”

Potential Impact of Changes in Interest Rates. Home Savings’ profitability depends to a large extent on its net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. Like most financial institutions, Home Savings’ short-term interest income and interest expense are significantly affected by changes in market interest rates and other economic factors beyond its control. Home Savings’ interest-earning assets consist primarily of long-term, fixed-rate and adjustable-rate mortgage loans and investments which adjust more slowly to changes in interest rates than its interest bearing liabilities which are primarily deposits. Accordingly, Home Savings’ earnings could be adversely affected during periods of rising interest rates.

 


 

Liquidity and Capital

     United Community’s liquidity, primarily represented by cash and cash equivalents, is a result of its operating, investing and financing activities. These activities are summarized below for the years ended December 31, 2001, 2000 and 1999.

                         
    Years ended December 31,
   
    2001   2000   1999
   
 
 
    (In thousands)
Net income
  $ 15,679     $ 11,614     $ 10,395  
Adjustments to reconcile net income to net cash from operating activities
    (12,271 )     6,562       953  
 
   
     
     
 
Net cash (used in) provided by operating activities
    3,408       18,176       11,348  
Net cash used in investing activities
    (97,329 )     (37,365 )     (89,097 )
Net cash provided by (used in) financing activities
    253,832       (46,284 )     17,320  
 
   
     
     
 
Net change in cash and cash equivalents
    159,911       (65,473 )     (60,429 )
Cash and cash equivalents at beginning of year
    45,972       111,445       171,874  
 
   
     
     
 
Cash and cash equivalents at end of year
  $ 205,883     $ 45,972     $ 111,445  
 
   
     
     
 

     The principal sources of funds for United Community are deposits, loan repayments, maturities of securities, borrowings from financial institutions and other funds provided by operations. Home Savings also has the ability to borrow from the FHLB. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition. Investments in liquid assets maintained by United Community, Home Savings and Butler Wick are based upon management’s assessment of (1) need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets and (4) objectives of the asset and liability management program. At December 31, 2001, approximately $541 million of Home Savings’ certificates of deposit are expected to mature within one year. Based on past experience and Home Savings’ prevailing pricing strategies, management believes that a substantial percentage of such certificates will be renewed with Home Savings at maturity, although there can be no assurance that this will occur.

     The Board of Directors has authorized an ongoing program to purchase shares of United Community’s common stock to fund employee benefit programs, stock options and award programs and other corporate purposes. These purchases can be made in the open market or negotiated transactions, from time to time, depending on market conditions. United Community acquired 1,604,126 shares of common stock for $11.0 million and 483,500 shares of common stock for $3.3 million during the years ended December 31, 2001 and 2000, respectively. United Community has remaining authorization to repurchase 1,688,032 shares as of December 31, 2001.

     Home Savings is required by OTS regulations to meet certain minimum capital requirements. Current capital requirements call for tangible capital of 1.5% of adjusted tangible assets, core capital (which for Home Savings consists solely of tangible capital) of 4.0% of adjusted total assets and risk-based capital (which for Home Savings consists of core capital and general valuation allowances) of 8% of risk-weighted assets (assets are weighted at percentage levels ranging from 0% to 100% depending on their relative risk).

     The following table summarizes Home Savings’ regulatory capital requirements and actual capital at December 31, 2001.

                                                         
                                    Excess of actual capital   Applicable
    Actual capital   Current requirement   over current requirement   asset base
   
 
 
 
    Amount   Percent   Amount   Percent   Amount   Percent   Total
   
 
 
 
 
 
 
    (Dollars in thousands)
Tangible capital
  $ 168,233       9.07 %   $ 27,836       1.50 %   $ 140,397       7.57 %   $ 1,855,702  
Core capital
    168,233       9.07       74,228       4.00       94,005       5.07       1,855,702  
Risk-based capital
    178,196       14.70       96,961       8.00       81,235       6.70       1,212,016  
 
   
     
     
     
     
     
     
 

Accounting and Reporting Developments

     A discussion of recently issued accounting pronouncements and their impact on United Community’s Consolidated Financial Statements is provided on page 30 in Note 1 of the Notes to Consolidated Financial Statements.

 


 

Market Price and Dividends

There were 37,754,086 common shares of United Community stock issued and 35,567,586 shares outstanding as of February 28, 2002. United Community’s common shares traded on The Nasdaq Stock Market® under the symbol UCFC. Quarterly stock prices and dividends declared are shown in the following table.

                                                                           
      First   Second   Third   Fourth           First   Second   Third   Fourth
      Quarter   Quarter   Quarter   Quarter           Quarter   Quarter   Quarter   Quarter
     
 
 
 
         
 
 
 
2001:
                                  2000:                                
High
  $ 7.063     $ 8.700     $ 8.200     $ 7.700     High   $ 9.938     $ 6.969     $ 6.688     $ 7.031  
Low
    6.422       6.250       6.800       6.600     Low     6.719       5.500       5.813       6.125  
Close
    6.625       8.700       7.050       7.200     Close     6.969       6.656       6.563       6.938  
Dividends
                                  Dividends                                
 
declared
                                  declared                                
 
and paid
    0.075       0.075       0.075       0.075     and paid     0.075       0.075       0.075       0.075  
 
   
     
     
     
             
     
     
     
 

 


 

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                     
        December 31,
       
        2001   2000
       
 
        (Dollars in thousands)
Assets
               
Cash and deposits with banks
  $ 35,587     $ 23,479  
Federal funds sold and other
    170,296       22,493  
 
   
     
 
 
Total cash and cash equivalents
    205,883       45,972  
 
   
     
 
Marketable securities:
               
 
Trading (amortized cost of $8,352 and $5,927, respectively)
    8,352       5,933  
 
Available for sale (amortized cost of $49,960 and $98,267, respectively)
    51,081       98,445  
 
Held to maturity (fair value of $1,695 and $900, respectively)
    1,698       876  
Mortgage-related securities:
               
 
Available for sale (amortized cost of $66,033 and $92,059, respectively)
    67,069       91,731  
 
Held to maturity (fair value of $80,644 and $108,229, respectively)
    78,798       107,684  
Loans, net (including allowance for loan losses of $11,480 and $6,553, respectively)
    1,406,479       876,653  
Loans held for sale, net
    20,192        
Margin accounts
    20,979       33,361  
Federal Home Loan Bank stock
    18,760       13,793  
Premises and equipment
    17,481       11,939  
Accrued interest receivable
    9,575       7,701  
Real estate owned
    477       359  
Goodwill
    19,664        
Core deposit intangible
    6,312        
Other assets
    11,980       5,752  
 
   
     
 
   
Total assets
  $ 1,944,780     $ 1,300,199  
 
   
     
 
Liabilities and Shareholders’ Equity
               
Liabilities
               
Deposits
  $ 1,383,418     $ 900,413  
Other borrowed funds
    271,631       114,317  
Advance payments by borrowers for taxes and insurance
    5,760       4,152  
Accrued interest payable
    2,983       2,933  
Accrued expenses and other liabilities
    19,108       16,485  
 
   
     
 
   
Total liabilities
    1,682,900       1,038,300  
 
   
     
 
Shareholders’ Equity
               
Preferred stock-no par value; 1,000,000 shares authorized and unissued
           
Common stock—no par value; 499,000,000 shares authorized; 37,754,086 and 37,316,997 shares issued
    136,903       136,967  
Retained earnings
    160,915       155,026  
Other comprehensive income (loss)
    1,402       (98 )
Unearned compensation
    (22,988 )     (26,674 )
Treasury stock, at cost, 2,086,500 and 483,500 shares, respectively
    (14,352 )     (3,322 )
 
   
     
 
   
Total shareholders’ equity
    261,880       261,899  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 1,944,780     $ 1,300,199  
 
   
     
 

See Notes to Consolidated Financial Statements.

 


 

CONSOLIDATED STATEMENTS OF INCOME

                             
        Year Ended December 31,
       
        2001   2000   1999
       
 
 
        (Dollars in thousands, except per share data)
Interest income
                       
 
Loans
  $ 92,933     $ 62,836     $ 54,564  
 
Loans held for sale
    886              
 
Mortgage-related securities:
                       
   
Available for sale
    5,200       6,737       6,994  
   
Held to maturity
    6,355       8,651       10,946  
 
Marketable securities:
                       
   
Trading
    151       145       134  
   
Available for sale
    3,664       7,896       9,409  
   
Held to maturity
    45       62       115  
 
Margin accounts
    1,774       3,565       2,207  
 
FHLB stock dividend
    1,078       968       867  
 
Other interest-earning assets
    1,903       762       4,735  
 
   
     
     
 
   
Total interest income
    113,989       91,622       89,971  
 
   
     
     
 
Interest expense
                       
 
Interest expense on deposits
    48,011       35,394       30,432  
 
Interest expense on other borrowed funds
    9,036       8,710       3,852  
 
   
     
     
 
Total interest expense
    57,047       44,104       34,284  
 
   
     
     
 
Net interest income
    56,942       47,518       55,687  
Provision for loan loss allowance
    2,495       300       100  
 
   
     
     
 
Net interest income after provision for loan loss allowance
    54,447       47,218       55,587  
 
   
     
     
 
Noninterest income
                       
 
Commissions
    13,411       17,176       16,186  
 
Service fees and other charges
    7,757       5,607       4,644  
 
Underwriting and investment banking
    1,316       646       636  
 
Net gains (losses):
                       
   
Mortgage-related securities
    140       115       40  
   
Marketable securities
    252       36       (62 )
   
Trading securities
    (869 )     241       581  
   
Loans sold
    5,450              
   
Other
    37       (2 )     (4 )
 
Other income
    955       935       700  
 
   
     
     
 
   
Total noninterest income
    28,449       24,754       22,721  
 
   
     
     
 
Noninterest expenses
                       
 
Salaries and employee benefits
    34,528       36,193       43,348  
 
Gain on postretirement curtailment
          (2,928 )      
 
Loss on pension termination
          1,008        
 
Occupancy
    2,575       2,093       2,031  
 
Equipment and data processing
    7,378       5,807       5,148  
 
Deposit insurance premiums
    187       168       458  
 
Franchise tax
    2,010       3,710       1,897  
 
Advertising
    1,938       1,924       1,455  
 
Amortization of core deposit intangible
    1,671              
 
Acquisition expense
                478  
 
Other expenses
    7,421       6,332       6,222  
 
   
     
     
 
   
Total noninterest expenses
    57,708       54,307       61,037  
 
   
     
     
 
Income before income taxes
    25,188       17,665       17,271  
Income taxes
    9,509       6,051       6,876  
 
   
     
     
 
Net income
  $ 15,679     $ 11,614     $ 10,395  
 
   
     
     
 
Earnings Per Share
                       
 
Basic
  $ 0.49     $ 0.35     $ 0.31  
 
Diluted
  $ 0.48     $ 0.35     $ 0.30  

See Notes to Consolidated Financial Statements.


 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

                                                           
                              Accumulated                        
                              Other                        
      Shares   Common   Retained   Comprehensive   Unearned   Treasury
      Outstanding   Stock   Earnings   Income (loss)   Compensation   Stock   Total
     
 
 
 
 
 
 
      (In thousands, except per share data)
Balance December 31, 1998
    36,416     $ 345,872     $ 154,078     $ 733     $ 25,862     $     $ 474,821  
Adjustment to convert Butler Wick to a calendar year end (1)
                (825 )                       (825 )
 
   
     
     
     
     
     
     
 
Balance January 1, 1999
    36,416       345,872       153,253       733       (25,862 )           473,996  
Comprehensive income:
                                                       
 
Net income
                10,395                         10,395  
 
Change in net unrealized (loss) on securities, net of taxes of ($2,012)
                      (3,736 )                 (3,736 )
 
   
     
     
     
     
     
     
 
Comprehensive income
                10,395       (3,736 )                 6,659  
Issuance of common shares for RRP
    1,342       16,444                   (16,444 )            
Amortization of restricted common stock compensation
                            10,293             10,293  
Shares distributed by ESOP trust
          742                   1,822             2,564  
Special capital distribution, $6.00 per share
          (226,549 )                             (226,549 )
Dividends paid, $0.30 per share
                (10,095 )                       (10,095 )
 
   
     
     
     
     
     
     
 
Balance December 31, 1999
    37,758       136,509       153,553       (3,003 )     (30,191 )           256,868  
Comprehensive income:
                                                       
 
Net income
                11,614                         11,614  
 
Change in net unrealized (loss) on securities, net of taxes of $1,565
                      2,905                   2,905  
 
   
     
     
     
     
     
     
 
Comprehensive income
                11,614       2,905                   14,519  
Issuance of common shares for RRP
    46       295                   (295 )            
Amortization of restricted common stock compensation
          54                   1,964             2,018  
Forfeiture of restricted common stock
    (3 )     (25 )                 25              
Shares distributed by ESOP trust
          134                   1,823             1,957  
Purchase of treasury stock
    (484 )                             (3,322 )     (3,322 )
Dividends paid, $0.30 per share
                (10,141 )                       (10,141 )
 
   
     
     
     
     
     
     
 
Balance December 31, 2000
    37,317       136,967       155,026       (98 )     (26,674 )     (3,322 )     261,899  
Comprehensive income:
                                                       
 
Net income
                15,679                         15,679  
 
Change in net unrealized gain on securities, net of taxes of $808
                      1,500                   1,500  
 
   
     
     
     
     
     
     
 
Comprehensive income
                15,679       1,500                   17,179  
Amortization of restricted common stock compensation
          62                   1,622             1,684  
Forfeiture of restricted common stock
    (46 )     (290 )                 242             (48 )
Shares distributed by ESOP trust
          164                   1,822             1,986  
Purchase of treasury stock
    (1,604 )                             (11,038 )     (11,038 )
Reissuance of common stock
    1                               8       8  
Dividends paid, $0.30 per share
                (9,790 )                       (9,790 )
 
   
     
     
     
     
     
     
 
Balance December 31, 2001
    35,668     $ 136,903     $ 160,915     $ 1,402     $ (22,988 )   $ (14,352 )   $ 261,880  
 
   
     
     
     
     
     
     
 

(1)   Butler Wick reported on a June 25, 1999 fiscal year end. Adjustment reflects Butler Wick activity for the six months ended June 25, 1999.

See Notes to Consolidated Financial Statements.

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

                               
          Year Ended December 31,
         
          2001   2000   1999
         
 
 
          (In thousands)
Cash Flows from Operating Activities
                       
Net income
  $ 15,679     $ 11,614     $ 10,395  
Adjustments to reconcile net income to net cash
Provided by operating activities:
                       
   
Provision for loan loss allowances
    2,495       300       100  
   
Loss on pension termination
          1,008        
   
Gain on postretirement curtailment
          (2,928 )      
   
Net (gains) losses
    (5,895 )     (149 )     25  
   
Accretion of discounts and amortization of premiums
    (2,095 )     (447 )     (472 )
   
Depreciation
    2,223       1,573       1,356  
   
FHLB stock dividends
    (1,078 )     (968 )     (867 )
   
Decrease (increase) in interest receivable
    621       646       (1,032 )
   
(Decrease) increase in interest payable
    (734 )     (1,235 )     3,404  
   
Increase in other assets
    (4,620 )     (907 )     (1,362 )
   
Increase in other liabilities
    3,419       4,580       4,511  
   
(Increase) decrease in trading securities
    (2,419 )     1,724       (4,294 )
   
Amortization of restricted stock compensation
    1,636       2,018       10,293  
   
Decrease (increase) in margin accounts
    12,382       (610 )     (13,272 )
   
Increase in loans held for sale
    (20,192 )            
   
ESOP compensation
    1,986       1,957       2,563  
 
   
     
     
 
     
Net cash provided by operating activities
    3,408       18,176       11,348  
 
   
     
     
 
Cash Flows from Investing Activities
                       
 
Proceeds from principal repayments and maturities of:
                       
   
Mortgage-related securities held to maturity
    27,385       26,718       44,898  
   
Mortgage-related securities available for sale
    37,693       23,464       27,353  
   
Marketable securities held to maturity
    1,300       693       5,000  
   
Marketable securities available for sale
    69,308       77,632       27,500  
 
Proceeds from sale of:
                       
   
Mortgage-related securities available for sale
    15,839       2,292       4,951  
   
Mortgage-related securities held to maturity
    1,454       3,757        
   
Marketable securities available for sale
    6,596       25,601       23,965  
   
Loans
    183,084              
   
Real estate owned
    839              
 
Purchases of:
                       
   
Mortgage-related securities available for sale
    (27,555 )     (1,195 )     (50,532 )
   
Marketable securities available for sale
    (15,335 )     (38,212 )     (105,243 )
   
Marketable securities held to maturity
    (2,082 )     (476 )     (691 )
 
Net cash paid for acquisition
    (69,844 )            
 
Net principal disbursed on loans
    (312,206 )     (141,391 )     (64,970 )
 
Loans purchased
    (11,036 )     (12,274 )      
 
Purchases of premises and equipment
    (2,769 )     (4,262 )     (1,565 )
 
Other
          288       237  
 
   
     
     
 
     
Net cash used in investing activities
    (97,329 )     (37,365 )     (89,097 )
 
   
     
     
 
Cash Flows from Financing Activities
                       
 
Net increase (decrease) in Now, savings and money market accounts
    97,277       (16,114 )     33,539  
 
Net increase in certificates of deposit
    70,050       82,440       22,966  
 
Net increase in advance payments by borrowers for taxes and insurance
    319       114       84  
 
Proceeds from FHLB advances
    193,000              
 
Repayment of FHLB advances
    (20,000 )            
 
Net (decrease) increase in other borrowed funds
    (65,994 )     (99,261 )     197,375  
 
Special capital distribution
                (226,549 )
 
Dividends paid
    (9,790 )     (10,141 )     (10,095 )
 
Proceeds from exercise of stock options
    8              
 
Purchase of treasury stock
    (11,038 )     (3,322 )      
 
   
     
     
 
     
Net cash provided by (used in) financing activities
    253,832       (46,284 )     17,320  
 
   
     
     
 
Increase (decrease) in cash and cash equivalents
    159,911       (65,473 )     (60,429 )
Cash and cash equivalents, beginning of year
    45,972       111,445       172,409  
Adjustment to convert Butler Wick to a calendar year end (1)
                (535 )
 
   
     
     
 
Cash and cash equivalents, end of year
  $ 205,883     $ 45,972     $ 111,445  
 
   
     
     
 

(1)   Butler Wick reported on a June 25, 1999 fiscal year end. Adjustment reflects Butler Wick activity for the six months ended June 25, 1999.

See Notes to Consolidated Financial Statements

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies of United Community Financial Corp. (United Community), a unitary savings and loan holding company, The Home Savings and Loan Company of Youngstown, Ohio (Home Savings), an Ohio chartered savings and loan company, and Butler Wick Corp. (Butler Wick), an investment brokerage firm, conform to generally accepted accounting principles and prevailing practices within the banking, thrift and brokerage industries. A summary of the more significant accounting policies follows.

Nature of Operations

     United Community was incorporated under Ohio law in February 1998 by Home Savings in connection with the conversion of Home Savings from an Ohio mutual savings and loan association to an Ohio capital stock savings and loan association (Conversion). Upon consummation of the Conversion on July 8, 1998, United Community became the unitary savings and loan holding company for Home Savings. The business of Home Savings is providing consumer and business banking service to its market area in northeastern Ohio. At the end of 2001, Home Savings was doing business through 29 full-service banking branches and 4 loan production offices. Loans and deposits are primarily generated from the areas where banking branches are located. Home Savings derives its income predominantly from interest on loans, securities, and to a lesser extent, noninterest income. Home Savings’ principal expenses are interest paid on deposits and normal operating costs. Home Savings’ operations are principally in the savings and loan industry. Consistent with internal reporting Home Savings’ operations are reported in one operating segment, which is retail banking. On August 12, 1999, United Community acquired Butler Wick, the parent company for three wholly-owned subsidiaries: Butler Wick & Co., Inc., Butler Wick Asset Management Company and Butler Wick Trust Company. Butler Wick has 12 office locations providing a full range of investment alternatives for individuals, companies and not-for-profit organizations throughout northeastern Ohio and western Pennsylvania. Butler Wick’s operations are reported in a separate operating segment, which is investment advisory services.

Basis of Presentation

     The consolidated financial statements include the accounts of United Community and its subsidiaries. All material inter-company transactions have been eliminated. Certain prior period data has been reclassified to conform to current period presentation.

Conversion to Capital Stock Form of Ownership

     United Community issued 34,715,625 common shares in connection with the Conversion. Gross proceeds from the offering were $347,156,250, which included 2,677,250 shares issued to the United Community Financial Corp. Employee Stock Ownership Plan (ESOP) and 1,183,438 shares sold to Home Savings for transfer to the Home Savings Charitable Foundation. Conversion costs amounted to $4.6 million.

     Home Savings issued all of its outstanding common stock to United Community in exchange for approximately one-half of the net proceeds of the offering. United Community accounted for the purchase in a manner similar to a pooling-of-interests whereby assets and liabilities of Home Savings maintain their historical cost basis in the consolidated company.

Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment and Mortgage-related Securities

     Securities are classified as available for sale, held to maturity or trading upon their acquisition. Securities classified as available for sale are carried at estimated fair value with the unrealized holding gain or loss reflected as a component of equity, net of taxes. Securities classified as held to maturity are carried at amortized cost. Securities classified as trading are carried at estimated fair market value with the market value adjustment reflected on the statement of income. Premiums and discounts are recognized in interest income over the period to maturity by the level yield method. Realized gains or losses on the sale of debt securities are recorded based on the amortized cost of the specific securities sold. Security sales are recorded on a trade date basis. Securities are written down to fair value when a decline in fair value is not temporary. Other securities such as Federal Home Loan Bank stock are carried at cost.

Loans

     Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances. For balance sheet presentation, the balances are presented net of deferred fees or costs on originated loans or unamortized premiums or discounts on purchased loans. Discounts and premiums are accreted or amortized using the interest method over the remaining period to contractual maturity. Unamortized net fees or costs are recognized upon early repayment of the loans. Unamortized net fees or costs on loans sold are included in the basis of the loans in calculating gains and losses.

 


 

     Loans intended for sale are carried at the lower of cost or estimated market value determined on an aggregate basis. Net unrealized losses are recognized through a valuation allowance by a charge to income. Gains or losses on the sale of loans are determined under the specific identification method.

     A loan (including a loan impaired under Statement of Financial Accounting Standard (SFAS) No. 114) is classified as nonaccrual when collectability is in doubt (this is generally when the borrower is 90 days past due on contractual principal or interest payments). A loan may be considered impaired, but remain on accrual status, when the borrower demonstrates (by continuing to make payments) a willingness to keep the loan current and by reducing the delinquency to less than 90 days. When a loan is placed on nonaccrual status, unpaid interest is reversed and an allowance is established by a charge to interest income equal to all accrued interest. Income is subsequently recognized only to the extent that cash payments are received. Cash receipts received on impaired loans are generally applied first to escrow requirements, then to delinquent interest, with any remainder to the principal balance. Loans are returned to full accrual status when the borrower has the ability and intent to make periodic principal and interest payments (this generally requires that the loan be brought current in accordance with its original contractual terms). Loans are classified as restructured when concessions are made to borrowers with respect to the principal balance, interest rate or the terms due to the inability of the borrower to meet the obligation under the original terms.

     A loan is considered to be impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. In general, Home Savings considers a loan on income-producing properties to be impaired when the debt service ratio is less than 1.0 and it is not probable that all payments will be received in accordance with contractual terms. Loans on non-income-producing properties are considered impaired whenever fair value of the underlying collateral is less than book value of the outstanding loan. Home Savings reviews all loans over $500,000 to determine if the impairment criteria have been met. If the impairment criteria have been met, a reserve is calculated, including all collection costs, according to the provisions of SFAS No. 114. Most of Home Savings’ loan portfolio is excluded from the scope of SFAS No. 114 because the pronouncement is generally not applicable to large groups of smaller-balance homogeneous loans such as residential mortgage and other consumer loans. For loans which are individually not significant ($500,000 or less) and represent a homogeneous population, Home Savings evaluates impairment based on the level and extent of delinquencies in the portfolio and Home Savings’ prior charge-off experience with those delinquencies. Home Savings charges principal off at the earlier of (i) when a total loss of principal has been deemed to have occurred as a result of the book value exceeding the fair value, or (ii) when collection efforts have ceased.

Allowance for Loan Losses

     The allowance for loan losses is established at a level believed adequate by management to absorb probable losses in the loan portfolio. Management’s determination of the adequacy of the allowance is based upon estimates derived from an analysis of individual credits, prior and current loss experience, loan portfolio delinquency levels, overall growth in the loan portfolio and current economic conditions. Consequently, these estimates are particularly susceptible to changes that could result in a material adjustment to results of operations. The provision for loan losses represents a charge against current earnings in order to maintain the allowance for loan losses at an appropriate level.

     In determining the adequacy of the allowance for loan loss, management reviews and evaluates on a quarterly basis the necessity of a reserve for individual loans classified by management. Management determines the specifically allocated reserve for a classified loan based on its estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow, and legal options available to Home Savings. Once a review is completed, the Home Savings Asset Classification Committee determines the need for a specific reserve and allocates the reserve to the loan. Other loans not specifically reviewed by management are evaluated using the loss ratio calculated by type of loan. The loss ratio factors consider the homogeneous nature of the loans, the geographical lending areas involved, regulatory examination findings, specific grading systems applied and any other known factors which may impact the ratios used. Specific reserves on individual loans and historical ratios are reviewed quarterly and adjusted as necessary based on subsequent collections, loan upgrades or downgrades, nonperforming trends or actual principal charge-off. When evaluating the adequacy of the allowance for loan losses, consideration is given to geographic concentration and the closely associated effect changing economic conditions have on Home Savings.

Premises and Equipment

     Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the useful lives (or term of the lease, if shorter) of the related assets.

Real Estate Owned

     Real estate owned, including property acquired in settlement of foreclosed loans, is carried at the lower of cost or estimated fair value less estimated cost to sell after foreclosure. Costs relating to the development and improvement of real estate owned are capitalized, whereas costs relating to holding and maintaining the property are charged to expense.

Servicing Assets

     Servicing assets represent the allocated value of retained servicing rights on loans sold or securitized. Servicing assets are expensed in proportion to, and over the period of estimated net servicing revenues. Impairment is evaluated based on the fair value of the assets, using groupings of the underlying loans as to interest rates and, secondarily, as to prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market based assumptions. Any impairment of a grouping is reported as a valuation allowance.

 


 

Intangibles

     Purchased intangibles, primarily goodwill and core deposit value, are recorded at cost. Core deposit value is amortized over the estimated life of six years. Goodwill is evaluated for impairment on a periodic basis.

Long-term Assets

     Premises and equipment and other long –term assets are reviewed for impairment when events indicate their carrying amounts may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts.

Securitizations

Mortgage loans have been securitized with Freddie Mac. The securitization is recorded as a sale when control has been relinquished, with a gain or loss recorded on the sale. The gain or loss is calculated based on the cash received versus the carrying value of the assets transferred. If some interests, such as servicing assets and cash reserve accounts, are retained, the carrying value of all assets sold and retained is allocated to each asset based on fair value at sale date. Fair values are based on market quotes or on the present value of future expected cash flows using estimates of credit losses, prepayment rates, interest rates, and discount rates.

Stock Compensation

     Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method of SFAS No. 123 to measure expense for options granted after 1994, using an option pricing model to estimate fair value.

Loan Fees

     Loan origination fees received for loans, net of direct origination costs, are deferred and amortized to interest income over the contractual lives of the loans using the level yield method. Fees received for loan commitments that are expected to be drawn, based on Home Savings’ experience with similar commitments, are deferred and amortized over the lives of the loans using the level yield method. Fees for other loan commitments are deferred and amortized over the loan commitment period on a straight-line basis. Unamortized deferred loan fees or costs related to loans paid off are included in income. Unamortized net fees or costs on loans sold are included in the basis of the loans in calculating gains and losses. Amortization of net deferred fees is discontinued for loans that are deemed to be nonperforming.

Income Taxes

     The provision for federal income taxes is based upon earnings reported for financial statement purposes rather than amounts reported on United Community’s income tax returns. Deferred income taxes, which result from temporary differences in the recognition of income and expense for financial statement and tax return purposes, are included in the calculation of income tax expense. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date.

     Deferred income tax assets and liabilities are recorded annually for differences between financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established, based on the weight of available evidence, when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.

Employee Stock Ownership Plan

     The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce retained earnings; dividends on unearned ESOP shares reduce debt and accrued interest.

Earnings Per Share

     Basic Earnings Per Share (EPS) are based on the weighted average number of common shares outstanding during the year. Diluted EPS are based on the weighted average number of common shares and common share equivalents outstanding during the year. See further discussion at Note 20.

Statements of Cash Flows

     For purposes of the statement of cash flows, United Community considers all highly liquid investments with a term of three months or less to be cash equivalents. Net cash flows are reported for loan and deposit transactions.

Loss Contingencies

     Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Fair Value of Financial Instruments

     Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 16. Fair value estimates involve uncertainties and matters of significant judgement regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

 


 

Potential Impact of Financial Instruments with Off-Balance Sheet and Credit Risk

     In the normal course of business, Butler Wick’s activities involve the execution, settlement, and financing of various securities transactions. These activities may expose Butler Wick to risk in the event the customer is unable to fulfill its contractual obligations. Butler Wick maintains cash and margin accounts for its customers located primarily in northeastern Ohio and western Pennsylvania.

     Butler Wick’s customer securities activities are transacted on either a cash or margin basis. In margin transactions, Butler Wick extends credit to its customers, subject to various regulatory and internal margin requirements, collateralized by cash and securities in customer’s accounts. In connection with these activities, Butler Wick executes and clears customer transactions involving the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to individual exchange regulations. Such transactions may expose Butler Wick to significant off-balance-sheet risk in the event margin requirements are not sufficient to fully cover losses that customers may incur. In the event the customer fails to satisfy its obligations, Butler Wick may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer’s obligations. Butler Wick seeks to control the risks associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. Butler Wick monitors required margin levels daily and, pursuant to such guidelines, requires the customer to deposit additional collateral or to reduce positions when necessary.

     Butler Wick’s customer financing and securities settlement activities require Butler Wick to pledge customer securities as collateral in support of various secured financing sources such as bank loans and securities loaned. In the event the counterparty is unable to meet its contractual obligation to return customer securities pledged as collateral, Butler Wick may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy its customer obligations. Butler Wick controls this risk by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral levels in the event of excess market exposure. In addition, Butler Wick establishes credit limits for such activities and monitors compliance on a daily basis.

     As a securities broker and dealer, a substantial portion of Butler Wick’s transactions are collateralized. Butler Wick’s exposure to credit risk associated with nonperformance in fulfilling contractual obligations pursuant to securities transaction can be directly impacted by volatile trading markets, which may impair the customer’s ability to satisfy its obligations to Butler Wick.

New Accounting Standards

     In June 2001, FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 requires all business combinations within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. United Community completed the acquisition of Industrial Bancorp on July 1, 2001, which it accounted for using the purchase method.

     Also in June 2001, FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which addresses the accounting for such assets arising from prior and future business combinations. Upon the adoption of this Statement, goodwill arising from business combinations will no longer be amortized, but rather will be assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other intangible assets, such as core deposit intangible assets, will continue to be amortized over their estimated useful lives. United Community was required to adopt this Statement on January 1, 2002 and early adoption is not permitted. United Community had goodwill of $19.7 million and core deposit intangible assets of $6.3 million as of December 31, 2001.

2. ACQUISITIONS

     On August 12, 1999, United Community acquired Butler Wick, a full service broker dealer for retail and institutional clients. In connection with the acquisition, United Community issued approximately 1.7 million common shares in exchange for all of Butler Wick’s outstanding shares. The acquisition was accounted for by the pooling-of-interests method. Accordingly, the assets, liabilities and shareholders’ equity of Butler Wick were recorded on the books of United Community at their values as reported on the books of Butler Wick immediately prior to the consummation of the acquisition. This presentation required the restatements of prior periods as if the companies had been combined for all years presented. The restatement for the Butler Wick acquisition was accomplished by combining Butler Wick’s June 25, 1999 fiscal year financial information with United Community’s December 31, 1998 calendar year financial information. In 1999, Butler Wick’s fiscal year was conformed to United Community’s calendar year. As a result of conforming fiscal periods, United Community’s consolidated statements of income for the second half of 1998 and the first half of 1999 include Butler Wick’s net income for the six months ended June 25, 1999 of $825,000. An adjustment to shareholders’ equity removes the effect of including Butler Wick’s financial results for both periods.

On July 1, 2001, United Community acquired all of the capital stock of Industrial Bancorp, Inc., the holding company for The Industrial Savings and Loan Association (Industrial Savings), an Ohio-chartered savings and loan association, through the merger of Home Savings’ subsidiary, UCFC Acquisition Subsidiary, Inc. into Industrial Bancorp, Inc. Industrial Savings was then merged into Home Savings. The assets acquired consisted principally of loans and securities.

Home Savings accounted for the acquisition as a purchase and has included Industrial Bancorp’s results of operations from the effective date of the acquisition in its 2001 financial statements. Based on Industrial Bancorp’s 4,284,751 outstanding shares, the acquisition was valued at $87.3 million, which was paid in cash. The excess of the aggregate purchase price over the fair market value of net assets acquired

 


 

(approximately $19.7 million) will not be amortized but will be assessed for impairment in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”

In connection with the acquisition, Home Savings acquired all of the equipment and other physical property of Industrial Bancorp. Home Savings intends to continue to use the assets acquired in this transaction in the manner utilized by Industrial Bancorp prior to the acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

           
      At July 1, 2001
     
      (Dollars in thousands)
Cash and securities
  $ 33,493  
Loans, net
    386,900  
Premises and equipment
    4,996  
Goodwill
    19,664  
Core deposit intangible
    7,983  
Other assets
    5,675  
 
   
 
Total assets acquired
    458,711  
 
   
 
Deposits
    317,196  
Other borrowed funds
    50,556  
Other liabilities
    1,278  
 
   
 
Total liabilities assumed
    369,030  
 
   
 
 
Net assets acquired
  $ 89,681  
 
   
 

The following summarized unaudited pro forma financial information for the periods ended December 31, 2001 and 2000 assumes the Industrial Bancorp merger occurred as of January 1, 2000:

                 
    December 31, 2001   December 31, 2000
   
 
    (In thousands, except per share data)
Net interest income after provision for loan losses
  $ 60,157     $ 58,342  
Net income
    12,142       12,293  
Diluted earnings per share
  $ 0.38     $ 0.37  

As previously announced on September 6, 2001, United Community Financial Corp. executed a definitive agreement for Home Savings to acquire Potters Financial Corporation (Potters), the holding company for Potters Bank in East Liverpool, Ohio. Subject to approval of regulatory authorities and Potters’ shareholders, Home Savings will pay $22.00 in cash for each Potters common share outstanding. The transaction is anticipated to be completed in the second quarter of 2002. Home Savings will account for the acquisition as a purchase and will include Potters’ results of operations from the effective date of the acquisition in its 2002 financial statements. At December 31, 2001, Potters had total assets of $146.6 million and total deposits of $114.7 million. Based on Potters’ 998,614 outstanding shares and 104,657 stock options, the acquisition is valued at $23.6 million.

3. CASH AND CASH EQUIVALENTS

     Federal Reserve Board regulations require depository institutions to maintain certain minimum reserve balances. These reserves, which consisted of vault cash and deposits at the Federal Reserve Bank, totaled approximately $15.5 million and $4.1 million at December 31, 2001 and 2000, respectively.

 


 

4. MARKETABLE SECURITIES

     Marketable securities are summarized as follows:

                                   
      December 31, 2001
     
              Gross   Gross        
      Amortized   Unrealized   Unrealized   Fair
      Cost   Gains   Losses   Value
     
 
 
 
      (In thousands)
Available for Sale
                               
U.S. Treasury and agency securities
  $ 24,692     $ 488     $ 20     $ 25,160  
Corporate notes
    13,805       288             14,093  
Equity securities
    11,463       496       131       11,828  
 
   
     
     
     
 
 
Total marketable securities available for sale
    49,960       1,272       151       51,081  
Held to Maturity
                               
U.S. Treasury and agency securities
    1,698       18       21       1,695  
 
   
     
     
     
 
 
Total marketable securities held to maturity
    1,698       18       21       1,695  
 
   
     
     
     
 
Total marketable securities
  $ 51,658     $ 1,290     $ 172     $ 52,776  
 
   
     
     
     
 
                                   
      December 31, 2000
     
              Gross   Gross        
      Amortized   Unrealized   Unrealized   Fair
      Cost   Gains   Losses   Value
     
 
 
 
      (In thousands)
Available for Sale
                               
U.S. Treasury and agency securities
  $ 45,248     $ 326     $ 132     $ 45,442  
Corporate notes
    45,723       36       167       45,592  
Equity securities
    7,296       223       108       7,411  
 
   
     
     
     
 
 
Total marketable securities available for sale
    98,267       585       407       98,445  
Held to Maturity
                               
U.S. Treasury and agency securities
    876       24             900  
 
   
     
     
     
 
 
Total marketable securities held to maturity
    876       24             900  
 
   
     
     
     
 
Total marketable securities
  $ 99,143     $ 609     $ 407     $ 99,345  
 
   
     
     
     
 

     The weighted average interest rate on marketable securities was 5.28% and 5.72% at December 31, 2001 and 2000, respectively. The corporate notes consist primarily of medium-term notes issued by corporations with investment grade ratings.

     Marketable securities available for sale by contractual maturity, repricing or expected call date are shown below:

                   
      December 31, 2001
     
      Amortized Cost   Fair Value
     
 
      (In thousands)
Due in one year or less
  $ 15,089     $ 15,187  
Due after one year through five years
    23,408       24,066  
Due after five years through ten years
           
Due after ten years
           
 
   
     
 
 
Total
  $ 38,497     $ 39,253  
 
   
     
 

     Equity securities do not have a contractual maturity.

 


 

     Marketable securities held to maturity by contractual maturity, repricing or expected call date are shown below:

                   
      December 31, 2001
     
      Amortized Cost   Fair Value
     
 
      (In thousands)
Due in one year or less
  $ 101     $ 102  
Due after one year through five years
    1,597       1,593  
Due after five years through ten years
           
Due after ten years
           
 
   
     
 
 
Total
  $ 1,698     $ 1,695  
 
   
     
 

     Proceeds on sales of marketable and equity securities available for sale were approximately $6.6 million for the year ended December 31, 2001. There were realized gains of approximately $302,000 and realized losses of approximately $50,000 for the year ended December 31, 2001. Proceeds on sales of marketable and equity securities available for sale were approximately $25.6 million for the year ended December 31, 2000. There were realized gains of approximately $116,000 and realized losses of approximately $80,000 for the year ended December 31, 2000. Proceeds on sales of marketable and equity securities available for sale were approximately $24.0 million for the year ended December 31, 1999. There were realized gains of approximately $176,000 and realized losses of approximately $238,000 for the year ended December 31, 1999. There were no sales of marketable securities held to maturity during the years ended December 31, 2001, 2000 and 1999.

     Securities pledged for public funds deposits were approximately $52.1 million and $27.4 million at December 31, 2001 and 2000, respectively.

     United Community’s trading securities consist of commercial paper, government obligations and an investment in mutual funds for the Butler Wick Retention Plan.

5. MORTGAGE-RELATED SECURITIES

     Mortgage-related securities are summarized as follows:

                                       
          December 31, 2001
         
                  Gross   Gross        
          Amortized   Unrealized   Unrealized   Fair
          Cost   Gains   Losses   Value
         
 
 
 
          (In thousands)
Available for Sale
                               
 
Participation certificates:
                               
   
Government agency issues
  $ 25,892     $ 263     $ 31     $ 26,124  
   
Private issues
    307             15       292  
 
Collateralized mortgage obligations:
                               
   
Government agency issues
    20,804       356             21,160  
   
Private issues
    19,030       463             19,493  
 
   
     
     
     
 
     
Total mortgage-related securities available for sale
    66,033       1,082       46       67,069  
 
   
     
     
     
 
Held to Maturity
                               
 
Participation certificates:
                               
   
Government and government agency issues
    78,798       1,937       91       80,644  
 
   
     
     
     
 
     
Total mortgage-related securities
  $ 144,831     $ 3,019     $ 137     $ 147,713  
 
   
     
     
     
 

 


 

                                       
          December 31, 2000
         
                  Gross   Gross        
          Amortized   Unrealized   Unrealized   Fair
          Cost   Gains   Losses   Value
         
 
 
 
                  (In thousands)        
Available for Sale
                               
 
Participation certificates:
                               
   
Government agency issues
  $ 37,110     $ 134     $ 293     $ 36,951  
   
Private issues
    380             19       361  
 
Collateralized mortgage obligations:
                               
   
Government agency issues
    21,295             154       21,141  
   
Private issues
    33,274       155       151       33,278  
 
   
     
     
     
 
     
Total mortgage-related securities available for sale
    92,059       289       617       91,731  
 
   
     
     
     
 
Held to Maturity
                               
 
Participation certificates:
                               
   
Government and government agency issues
    107,684       1,002       457       108,229  
 
   
     
     
     
 
     
Total mortgage-related securities
  $ 199,743     $ 1,291     $ 1,074     $ 199,960  
 
   
     
     
     
 

     Mortgage-related securities are classified by type of interest payment as follows:

                                         
            December 31,
           
            2001   2000
           
 
            Amortized   Fair   Amortized   Fair
            Cost   Value   Cost   Value
           
 
 
 
            (In thousands)
Available for Sale
                               
 
Adjustable rate:
                               
   
Private issues
  $ 307     $ 292     $ 380     $ 361  
 
   
     
     
     
 
       
Total adjustable rate
    307       292       380       361  
 
   
     
     
     
 
 
Fixed rate:
                               
   
Participation certificates:
                               
     
Government agency issues
    25,892       26,124       37,110       36,951  
   
Collateralized mortgage obligations:
                               
     
Government agency issues
    20,804       21,160       21,295       21,141  
     
Private issues
    19,030       19,493       33,274       33,278  
 
   
     
     
     
 
       
Total fixed rate
    65,726       66,777       91,679       91,370  
 
   
     
     
     
 
       
Total available for sale
    66,033       67,069       92,059       91,731  
 
   
     
     
     
 
Held to Maturity
                               
 
Adjustable rate:
                               
   
Participation certificates:
                               
     
Government agency issues
    303       305       402       402  
 
   
     
     
     
 
       
Total adjustable rate
    303       305       402       402  
 
   
     
     
     
 
 
Fixed rate:
                               
   
Participation certificates:
                               
     
Government and government agency issues
    78,495       80,339       107,282       107,827  
 
   
     
     
     
 
       
Total fixed rate
    78,495       80,339       107,282       107,827  
 
   
     
     
     
 
       
Total held to maturity
    78,798       80,644       107,684       108,229  
 
   
     
     
     
 
Total mortgage-related securities
  $ 144,831     $ 147,713     $ 199,743     $ 199,960  
 
   
     
     
     
 

     Proceeds on sales of mortgage-related securities available for sale were $15.8 million for the year ended December 31, 2001. There were realized gains of $79,000 and no realized losses for the year ended December 31, 2001. Proceeds on sales of mortgage-related securities held to maturity were $1.5 million for the year ended December 31, 2001. There were realized gains of $61,000 and no realized losses for the year ended December 31, 2001. Proceeds on sales of mortgage-related securities available for sale were $2.3 million for the year ended December 31, 2000. There were realized gains of $50,000 and realized losses of $2,000 for the year ended December 31, 2000. Proceeds on sales of mortgage-related securities held to maturity were $3.8 million for the year ended December 31, 2000. There were realized gains of $68,000 and realized losses of $1,000 for the year ended December 31, 2000. Proceeds on sales of mortgage-related securities available for sale were $4.9 million for the year ended December 31, 1999. There were realized gains of $40,000 and no realized losses for the year ended December 31, 1999. There were no sales of mortgage-related securities held to maturity during the year ended

 


 

December 31, 1999. Mortgage-related securities sold from the held to maturity portfolio were less than 15% of the principal outstanding at acquisition.

6. LOANS

     Loans consist of the following:

                       
          December 31,
         
          2001   2000
         
 
          (In thousands)
Real Estate:
               
Permanent:
               
 
One- to four-family
  $ 978,468     $ 618,112  
 
Multifamily
    60,691       24,085  
 
Nonresidential
    153,368       137,976  
 
Land
    11,432       5,172  
Construction:
               
 
One- to four-family
    115,853       57,955  
 
Multifamily and non residential
    26,883       11,389  
 
   
     
 
   
Total real estate
    1,346,695       854,689  
Consumer
    110,749       58,345  
Commercial
    39,226       34,657  
 
   
     
 
   
Total loans
    1,496,670       947,691  
 
   
     
 
Less:
               
 
Loans in process
    71,820       59,273  
 
Allowance for loan losses
    11,480       6,553  
 
Deferred loan fees, net
    6,891       5,212  
 
   
     
 
   
Total
    90,191       71,038  
 
   
     
 
     
Loans, net
  $ 1,406,479     $ 876,653  
 
   
     
 

     Loans with adjustable rates included above totaled $387.4 million and $253.3 million at December 31, 2001 and 2000, respectively. Substantially all such loans have contractual interest rates that increase or decrease at periodic intervals no greater than three years, or have original terms to maturity of three years or less. Adjustable-rate loans reprice primarily based upon U.S. Treasury security rates.

     Nonresidential real estate loans are typically collateralized by the property. Commercial loans are collateralized by accounts receivable, inventory and other assets used in the borrowers’ business. Substantially all of the consumer loans, including consumer lines of credit, are secured by equity in the borrowers’ residence.

     At December 31, 2001 and 2000, loans serviced for the benefit of others, not included in the detail above, totaled $178.9 million and $4.9 million, respectively.

     Loan commitments are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments extend over various periods of time with the majority of such commitments disbursed within a sixty-day period. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments to extend credit at fixed rates expose Home Savings to some degree of interest rate risk. Home Savings evaluates each customer’s creditworthiness on a case-by-case basis. The type or amount of collateral obtained varies and is based on management’s credit evaluation of the potential borrower. Home Savings normally has a number of outstanding commitments to extend credit. At December 31, 2001, there were outstanding commitments to originate $51.9 million of fixed-rate mortgage loans and other loans (with interest rates that ranged from 5.875% to 9.125%), $2.2 million of adjustable-rate loans, discounted, and $33.1 million of commercial loans. Terms of the commitments extend up to six months, but are generally less than two months.

     At December 31, 2001, there were also outstanding unfunded consumer lines of credit of $44.1 million, which are adjustable-rate based on the one-year U.S. Treasury index, and commercial lines of credit of $48.7 million, which are adjustable rate based on the prime lending index. Generally, all lines of credit are renewable on an annual basis. Home Savings does not expect all of these lines to be used by the borrowers.

     Home Savings’ business activity is principally with customers located in Ohio. Except for residential loans in Home Savings’ market area, Home Savings has no other significant concentrations of credit risk.

Allowance for Loan Losses

     Changes in the allowance for loan losses are as follows:

 


 

                           
      Year Ended December 31,
     
      2001   2000   1999
     
 
 
      (In thousands)
Balance, beginning of year
  $ 6,553     $ 6,405     $ 6,398  
 
Acquired from Industrial Bancorp
    2,795              
 
Provision for loan loss allowances
    2,495       300       100  
 
Amounts charged off
    (395 )     (201 )     (125 )
 
Recoveries
    32       49       32  
 
   
     
     
 
Balance, end of year
  $ 11,480     $ 6,553     $ 6,405  
 
   
     
     
 

     Nonperforming loans (loans 90 days past due and restructured loans) were $12.5 million, $9.7 million and $3.9 million at December 31, 2001, 2000 and 1999, respectively.

                   
      As of or for the
      Year Ended
      December 31,
     
      2001   2000
     
 
      (In thousands)
Impaired loans on which no specific valuation allowance was provided
  $ 1,718     $ 9,458  
Impaired loans on which specific valuation allowance was provided
    1,169       85  
 
   
     
 
 
Total impaired loans at year-end
    2,887       9,543  
Specific valuation allowances on impaired loans at year-end
    751       85  
Average impaired loans during year
    1,953       5,144  
Interest income recognized on impaired loans during the year
    163       459  
Interest income potential based on original contract terms of impaired loans
    190       484  
 
   
     
 

     Directors and officers of United Community, Home Savings and Butler Wick are customers of Home Savings in the ordinary course of business. Loans to directors and officers have terms consistent with those offered to other customers. At December 31, 2001 and 2000, loans to officers or directors of United Community, Home Savings and Butler Wick totaled approximately $1.3 million and $1.9 million, respectively.

7. MORTGAGE BANKING ACTIVITES

During 2001, Home Savings became active in the secondary market. Loans serviced for others, which are not reported as assets, totaled $178.9 million at December 31, 2001.

Activity for capitalized mortgage servicing rights was as follows:

           
Balance, beginning of year
  $  
 
Additions
    1,322  
Acquired from Industrial Bancorp
    509  
Amortized to expense
    (204 )
 
Allowance for impairment
    (22 )
 
   
 
Balance, end of year
  $ 1,605  
 
   
 

8. SECURITIZATIONS

During 2001, $110.6 million in residential mortgage loans were sold in securitization transactions. The securities received in these transactions were then immediately sold. A gain of $4.6 million was recorded on the sale. Home Savings retained servicing responsibilities for the loans, for which it receives annual servicing fees approximating 0.25% of the outstanding balance of the loans.

Approximately $16.5 million of the loans sold had loan to value ratios greater than 80% and did not have mortgage insurance coverage on the delivery date. These loans were sold with recourse to Home Savings. The recourse obligation will terminate for each loan on October 31, 2002, provided that during the preceding 12 months, the loan has not been 30 days or more delinquent. If this criteria is not met, the recourse obligation on that loan will continue until such time as the loan becomes and remains current for a period of 12 consecutive scheduled monthly payments from the date of the last delinquency.

In addition, approximately $63.7 million of the loans sold did not comply with the title insurance or attorney opinion of title requirements of the purchaser. Home Savings has agreed to indemnify the purchaser in the event of any default, loss or delay in enforcement that arises as a result of the failure to comply with the title insurance or attorney opinion of title requirements.

 


 

Approximately $8.5 million in loans are included in both the recourse and indemnity agreements.

During 2001, Home Savings securitized one-to- four family residential mortgage loans and retained the rights to service those loans. An analysis of the activity in securitizations serviced by Home Savings during 2001 follows:

             
        (Dollars in thousands)
Balance at December 31, 2000:
       
 
Principal balance of loans
  $  
 
Amortized cost of servicing rights
     
 
Servicing rights as a % of principal
     
New securitizations during the year:
       
 
Principal balance of loans
    110,619  
 
Fair value of servicing rights
    1,012  
 
Servicing rights as a % of principal
    0.91 %
Principal payments received on loans collateralized
    8,132  
Balance at December 31, 2001:
       
 
Principal balance of loans
    102,487  
 
Amortized cost of servicing rights
    929  
 
Servicing rights as a % of principal
    0.91 %
Other information at end of period
       
 
Weighted average rate
    7.14 %
 
Weighted average maturity in months
    244  
 
Fair value assumptions
       
   
Discount rate
    8.00 %
   
Weighted average prepayment assumptions
  229PSA
   
Anticipated delinquency
    1.00 %

Cash flows from all securitizations of mortgage loans were as follows in 2001:

         
    (Dollars in thousands)
Securitization proceeds
  $ 114,041  
Servicing fees received
    44  

In the securitization transaction, the company retained residual interest in the form of servicing assets totaling $1.0 million. The servicing assets represent the allocated value of retained servicing rights on the loans securitized. The following table indicates how fair value might decline if the assumptions change unfavorably in two different magnitudes:

           
Fair value at December 31, 2001
  $ 929  
Weighted average life (in months)
    82  
Projected fair value based on :
       
 
Increase in PSA of 50
    882  
 
Increase in PSA of 100
    839  

The effect of adverse changes are hypothetical and should not be extrapolated to other changes, as the effects are not linear.

 


 

9. PREMISES AND EQUIPMENT

     Premises and equipment consist of the following:

                   
      December 31,
     
      2001   2000
     
 
      (In thousands)
Land and improvements
  $ 4,180     $ 2,202  
Buildings
    16,033       11,661  
Leasehold improvements
    1,208       1,078  
Furniture and equipment
    14,042       11,001  
 
   
     
 
 
    35,463       25,942  
Less allowances for depreciation and amortization
    17,982       14,003  
 
   
     
 
 
Total
  $ 17,481     $ 11,939  
 
   
     
 

     Rent expense was $212,000 for 2001, $135,000 for 2000, and $82,000 for 1999. Rent commitments under noncancelable operating leases were as follows, before considering renewal options that generally are present.

           
      (In thousands)
2002
  $ 218  
2003
    138  
2004
    54  
2005
    54  
2006
     
Thereafter
     
 
Total
  $ 465  
 
   
 

10. DEPOSITS

     Deposits consist of the following:

                                   
      December 31,
     
      2001   2000
     
 
              Weighted           Weighted
      Amount   Average Rate   Amount   Average Rate
     
 
 
 
      (Dollars in thousands)
Checking accounts:
                               
 
Interest-bearing
  $ 106,631       1.98 %   $ 65,988       1.05 %
 
Noninterest-bearing
    36,176               17,573          
Savings accounts
    257,417       2.22       199,680       2.28  
Money market accounts
    151,251       3.50       80,004       4.35  
Certificates of deposit
    831,943       4.99       537,168       6.07  
 
   
     
     
     
 
 
Total deposits
  $ 1,383,418       3.95 %   $ 900,413       4.61 %
 
   
     
     
     
 

     Interest expense on deposits is summarized as follows:

                           
      Year Ended December 31,
     
      2001   2000   1999
     
 
 
              (In thousands)        
Interest-bearing demand deposits
  $ 5,446     $ 4,166     $ 3,131  
Savings accounts
    5,212       5,272       5,533  
Certificates of deposit
    37,353       25,956       21,768  
 
   
     
     
 
 
Total
  $ 48,011     $ 35,394     $ 30,432  
 
   
     
     
 

 


 

     A summary of certificates of deposit by maturity follows:

           
      December 31, 2001
     
      (In thousands)
Within 12 months
  $ 540,859  
12 months to 24 months
    208,465  
24 months to 36 months
    30,476  
36 months to 48 months
    39,702  
Over 48 months
    12,441  
 
   
 
 
Total
  $ 831,943  
 
   
 

A summary of certificates of deposit and other deposits with balances of $100,000 or more by maturity is as follows:

                   
      December 31, 2001
     
      Certificates of   Checking, Savings and
      Deposit   Money Market Accounts
     
 
      (In thousands)
Three months or less
  $ 32,987     $ 97,676  
Over three months to six months
    20,492        
Over six months to twelve months
    59,432        
Over twelve months
    52,917        
 
   
     
 
 
Total
  $ 165,828     $ 97,676  
 
   
     
 

     Deposits in excess of $100,000 are not federally insured. Home Savings did not have brokered deposits for the years ended December 31, 2001 and 2000.

11. OTHER BORROWED FUNDS

     The following is a summary of FHLB borrowings:

                                     
        December 31,   December 31,
        2001   2000
       
 
(Dollars in thousands)
                Weighted average           Weighted average
Year of Maturity   Amount   rate   Amount   rate

 
 
 
 
   
2001
  $       %   $ 76,500       6.25 %
   
2002
    35,157       4.63       5,000       7.02  
   
2003
    20,150       4.69              
   
2004
    43,000       4.56              
   
2005
    18,000       5.19              
   
2006
    112,000       4.73              

   
     
     
     
 
 
Total
  $ 228,307             $ 81,500          

   
     
     
     
 

     The following is a summary of other short-term borrowings:

                                   
      December 31,
     
      2001           2000
     
         
      (Dollars In thousands)
              Weighted           Weighted
      Amount   average rate   Amount   average rate
     
 
 
 
Variable interest revolving line of credit
  $ 19,326       1.85 %   $ 25,334       6.41 %
Securities sold under repurchase agreement
    23,998       2.83 %     7,483       5.20 %
 
   
     
     
     
 
 
Total
  $ 43,324             $ 32,817          
 
   
     
     
     
 

Home Savings has available credit with the FHLB of $528.0 million, of which $228.0 million was used at December 31, 2001. All advances from the FHLB of Cincinnati are secured by a blanket mortgage collateral agreement for 125% of outstanding advances, amounting

 


 

to $285.0 million at December 31, 2001. Butler Wick has a revolving line of credit, which is fully collateralized by marketable securities valued at $4.7 million and $24.6 million at December 31, 2001 and 2000, respectively. Securities worth $32.5 million are being held at the Federal Reserve Bank as collateral for a repurchase agreement as of December 31, 2001.

12. INCOME TAXES

     The provision for income taxes consists of the following components:

                           
      Year Ended December 31,
     
      2001   2000   1999
     
 
 
      (In thousands)
Current
  $ 7,374     $ 5,673     $ 6,822  
Deferred
    2,135       378       54  
 
   
     
     
 
 
Total
  $ 9,509     $ 6,051     $ 6,876  
 
   
     
     
 

     A reconciliation from tax at the statutory rate to the income tax provision is as follows:

                                                     
        Year Ended December 31,
       
        2001   2000   1999
       
 
 
        Dollars   Rate   Dollars   Rate   Dollars   Rate
       
 
 
 
 
 
                        (Dollars in thousands)                
Tax at statutory rate
  $ 8,816       35.0 %   $ 6,183       35.0 %   $ 6,045       35.0 %
Increase (decrease) due to:
                                               
   
Intangible amortization
    585       2.3                          
 
Valuation of temporary differences
                            400       2.3  
 
State taxes
    (29 )     (0.1 )     140       0.8       230       1.3  
 
Other
    137       0.6       (272 )     (1.5 )     201       1.2  
 
   
     
     
     
     
     
 
Income tax provision
  $ 9,509       37.8 %   $ 6,051       34.3 %   $ 6,876       39.8 %
 
   
     
     
     
     
     
 

     Significant components of the deferred tax assets and liabilities are as follows. A valuation allowance has been established as discussed below:

                       
          December 31,
         
          2001   2000
         
 
          (In thousands)
Deferred tax assets:
               
 
Charitable contribution
  $ 1,734     $ 2,511  
 
Loan loss reserves
    4,018       2,293  
 
Postretirement benefits
    1,460       1,800  
 
Deferred loan fees
    2,456       1,825  
 
Unrealized loss on securities available for sale
          53  
 
Compensation accruals
    1,512       761  
 
Other
    442       387  
 
Valuation Allowance
    (400 )     (400 )
 
   
     
 
     
Deferred tax assets
    11,222       9,230  
 
   
     
 
Deferred tax liabilities:
               
 
Purchase accounting adjustments
    2,186        
 
Original issue discount
    3,716       1,977  
 
FHLB stock dividends
    4,211       3,004  
 
Post 1987 tax bad debts
    532       717  
 
Unrealized gain on securities available for sale
    755        
 
Loan servicing
    562        
 
Other
    420       134  
 
   
     
 
 
Deferred tax liabilities
    12,382       5,832  
 
   
     
 
   
Net deferred tax (liability) asset
    ($1,160 )   $ 3,398  
 
   
     
 

     During 1996, legislation was passed that repealed Section 593 of the Internal Revenue Code for taxable years beginning after December 31, 1995. Section 593 allowed thrift institutions, including Home Savings, to use the percentage-of-taxable income bad debt accounting method, if more favorable than the specific charge-off method, for federal income tax purposes. The excess reserves (deduction based on the percentage of taxable income less the deduction based on the specific charge-off method) accumulated post-1987 are required to be

 


 

recaptured ratably over a six-year period beginning in 1996. The recapture has no effect on Home Savings’ statement of income as income taxes were provided for in prior years in accordance with SFAS 109, “Accounting for Income Taxes.” The timing of this recapture was delayed for two years because Home Savings originated more residential loans in that period than the average originations in the past six years. Beginning in 1998, Home Savings began to recapture the excess reserves in the amount of $6.1 million resulting in payments totaling $2.1 million, which have been previously accrued. The pre-1988 reserve provisions are subject only to recapture requirements in the case of certain excess distributions to, and redemptions of, shareholders or if Home Savings no longer qualifies as a “bank.” Tax bad debt deductions accumulated prior to 1988 by Home Savings are approximately $18.6 million. A deferred income tax liability of $6.5 million has not been provided on these bad debt deductions and no recapture of these amounts is anticipated.

     In December 1998, Home Savings made a charitable contribution of 1,183,438 shares of United Community’s stock to the Home Savings Charitable Foundation valued at approximately $11.8 million. Charitable contributions can only be deducted to the extent of 10% of taxable income, subject to certain adjustments, for the period in which the contribution is made. Any excess may be carried forward for a period of five years to be offset against future taxable income. A deferred tax asset in the amount of $1.7 million is recorded at December 31, 2001. Home Savings provided a deferred tax asset valuation allowance of $400,000 against this amount. This valuation allowance reduced the contribution carryforward to a net amount, which management believes more likely than not that it could be realized based on management’s estimate of its future earnings and the expected timing of temporary difference reversals. The contribution carryforward is set to expire in 2003.

13. SHAREHOLDERS’ EQUITY

Dividends

     United Community’s source of funds for dividends to its shareholders are earnings on its investments and dividends from Home Savings and Butler Wick. During the year ended December 31, 2001, United Community paid regular dividends in the amount of $9.8 million. Home Savings’ primary regulator, the OTS, has regulations that impose certain restrictions on payments of dividends to United Community.

     Home Savings must file an application with, and obtain approval from, the OTS (i) if the proposed distribution would cause total distributions for the calendar year to exceed net income for that year to date plus retained net income for the preceding two years; (ii) if Home Savings would not be at least adequately capitalized following the capital distribution; (iii) if the proposed distribution would violate a prohibition contained in any applicable statute, regulation or agreement between Home Savings and the OTS or the FDIC, or any condition imposed on Home Savings in an OTS-approved application or notice. If Home Savings is not required to file an application, it must file a notice of the proposed capital distribution with the OTS.

Other Comprehensive Income

     Other comprehensive (loss) income included in the Consolidated Statements of Shareholders’ Equity consists solely of unrealized gains and losses on available for sale securities. The change includes reclassification of gains or losses on sales of securities of $217,000, $80,000, and $14,000 for the year ended December 31, 2001, 2000 and 1999, respectively.

Liquidation Account

     At the time of the Conversion, Home Savings established a liquidation account, which was equal to its regulatory capital as of the latest practicable date prior to the Conversion. In the event of a complete liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for the accounts then held.

14. REGULATORY CAPITAL REQUIREMENTS

     Home Savings is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on United Community. The regulations require Home Savings to meet specific capital adequacy guidelines and the regulatory framework for prompt corrective action that involve quantitative measures of Home Savings’ assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Home Savings’ capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

     Quantitative measures established by regulation to ensure capital adequacy require Home Savings to maintain minimum amounts and ratios of Core and Tangible capital (as defined in the regulations) to adjusted total assets (as defined) and of total capital (as defined) to risk-weighted assets (as defined).

 


 

                                                 
    As of December 31, 2001
   
                    Minimum   To Be Well Capitalized
                    Capital   Under Prompt Corrective
    Actual   Requirements   Action Provisions
    Amount   Ratio   Amount   Ratio   Amount   Ratio
   
 
 
 
 
 
                    (Dollars in thousands)        
Total capital (to risk-weighted assets)
  $ 178,196       14.70 %   $ 96,961       8.00 %   $ 121,202       10.00 %
Tier 1 capital (to risk-weighted assets)
    168,233       13.88       *       *       72,721       6.00  
Core (Tier 1) capital (to adjusted total assets)
    168,233       9.07       74,228       4.00       92,785       5.00  
Tangible capital (to adjusted total assets)
    168,233       9.07       27,836       1.50       *       *  
                                                 
    As of December 31, 2000
   
                    Minimum   To Be Well Capitalized
                    Capital   Under Prompt Corrective
    Actual   Requirements   Action Provisions
    Amount   Ratio   Amount   Ratio   Amount   Ratio
   
 
 
 
 
 
                    (Dollars in thousands)                
Total capital (to risk-weighted assets)
  $ 181,460       24.33 %   $ 59,656       8.00 %   $ 74,570       10.00 %
Tier 1 capital (to risk-weighted assets)
    175,340       23.51       *       *       44,742       6.00  
Core (Tier 1) capital (to adjusted total assets)
    175,340       14.51       36,242       3.00       60,403       5.00  
Tangible capital (to adjusted total assets)
    175,340       14.51       18,121       1.50       *       *  

*Ratio is not required under regulations.

     As of December 31, 2001 and 2000, the OTS categorized Home Savings as well capitalized under the regulatory framework for Prompt Corrective Action. To be categorized as well capitalized, Home Savings must maintain minimum Core, Tier 1 and total capital ratios as set forth in the table above. There are no conditions or events since that notification that have changed Home Savings’ category.

     Management believes, as of December 31, 2001, that Home Savings meets all capital requirements to which it is subject. Events beyond management’s control, such as fluctuations in interest rates or a downturn in the economy in areas in which Home Savings’ loans and securities are concentrated, could adversely affect future earnings and, consequently, Home Savings’ ability to meet its future capital requirements.

     Butler Wick is subject to regulatory capital requirements set forth by the Securities and Exchange Commission’s Uniform Net Capital Rule. Butler Wick has elected to use the alternative method, permitted by rule, which requires Butler Wick to maintain minimum net capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit balances arising from customer transactions, as defined. The Net Capital Rule also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of aggregate debits. At December 31, 2001, Butler Wick had net capital of $ 7.5 million, which was 35% of aggregate debit balances and $ 7.1 million in excess of required minimum net capital.

15. BENEFIT PLANS

Defined Benefit Pension Plan

     Home Savings terminated its pension plan, effective July 31, 1999, subject to applicable regulatory approval. During 1999, Home Savings received approval to terminate the plan from the Pension Benefit Guaranty Corporation and Home Savings received final approval from the Internal Revenue Service in 2000. Home Savings settled its pension obligations in July 2000 and recorded a termination loss of $1.0 million.

Other Postretirement Benefit Plans

     In addition to Home Savings’ retirement plans, Home Savings sponsors a defined benefit health care plan that was curtailed in 2000 to provide postretirement medical benefits for employees who have worked 20 years and attained a minimum age of 60 by September 1, 2000, while in service with Home Savings. The plan is contributory and contains minor cost-sharing features such as deductibles and coinsurance. In addition, postretirement life insurance coverage is provided for employees who were participants prior to December 10, 1976. The life insurance plan is non-contributory. Home Savings’ policy is to pay premiums monthly, with no pre-funding.

     The weighted-average annual assumed rate of increase in the per capita cost of coverage benefits (i.e., health care cost trend rate) used in the 2001 valuation was 8.0 percent and was assumed to decrease 0.5 percent per year to 6 percent for the year 2005 and remain at that level

 


 

thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point change in assumed health care cost trend rates would have the following effects:

                 
    1 Percentage   1 Percentage
    Point Increase   Point Decrease
   
 
    (In thousands)
Effect on total of service and interest cost components
  $ 20     $ (17 )
Effect on the postretirement benefit obligation
  $ 277     $ (239 )
 
   
     
 
                         
    Year Ended December 31,
   
    2001   2000
   
 
    Postretirement   Defined Benefit   Postretirement
    Plan   Plan   Plan
   
 
 
    (In thousands)
Change in Benefit Obligation:
                       
Benefit obligation at beginning of year
  $ 2,442     $ 6,186     $ 5,053  
Service cost
    13             150  
Interest cost
    194       218       299  
Actuarial loss/(gain)
    400             (10 )
Benefit paid
    (188 )     (10,623 )     (122 )
Termination loss
          4,219        
Curtailment
                (2,928 )
 
   
     
     
 
Benefit obligation at end of the year
  $ 2,861     $     $ 2,442  
 
   
     
     
 
Change in Plan Assets:
                       
Fair value of plan assets at beginning of year
        $ 10,292        
Actual return of plan assets
          331        
Benefits paid
          (10,623 )      
 
   
     
     
 
Fair value of plan assets at end of the year
  $     $     $  
 
   
     
     
 
Funded status of the plan
  $ (2,861 )   $     $ (2,442 )
Unrecognized net (gain) from past experience different from that assumed and effects of changes in assumptions
    (1,123 )           (2,692 )
Prior service cost not yet recognized in net periodic benefit cost
    (8 )           (8 )
 
   
     
     
 
(Accrued) pension cost
  $ (3,992 )   $     $ (5,142 )
 
   
     
     
 
                                         
    Year Ended December 31,
   
    2001   2000   1999
   
 
 
    Post-   Defined   Post-   Defined   Post-
    retirement   Benefit   retirement   Benefit   retirement
    Plan   Plan   Plan   Plan   Plan
   
 
 
 
 
    (In thousands)
Service cost
  $ 13     $     $ 151     $     $ 247  
Interest cost
    194       218       299       378       327  
Expected return on plan assets
          (307 )           (511 )      
Net amortization of prior service cost
    (1 )           (18 )           (26 )
Recognized net actuarial gain
    (1,167 )           (488 )           (124 )
Loss on termination
          1,097                    
 
   
     
     
     
     
 
Net periodic benefit cost/(gain)
    (961 )     1,008       (56 )     (133 )     424  
Curtailment
                (2,928 )            
 
   
     
     
     
     
 
Net periodic benefit cost/(gain) after curtailment
  $ (961 )   $ 1,008     $ (2,984 )   $ (133 )   $ 424  
 
   
     
     
     
     
 

 


 

     Assumptions used in the valuations were as follows:

                                         
    Year Ended December 31,
   
    2001   2000   1999
   
 
 
    Post-   Defined   Post-   Defined   Post-
    retirement   Benefit   retirement   Benefit   retirement
    Plan   Plan   Plan   Plan   Plan
   
 
 
 
 
            (In thousands)                
Weighted average discount rate
    7.25 %     6.50 %     7.75 %     6.50 %     7.50 %
Expected long-term rate of return on plan assets
    N/A       5.50       N/A       5.50       N/A  
 
   
     
     
     
     
 

401(k) Savings Plan

     Home Savings sponsors a defined contribution 401(k) savings plan, which covers substantially all employees. Under the provisions of the plan, Home Savings’ matching contribution is discretionary and may be changed from year to year. For 2001 and 2000, Home Savings’ match was 50% of pre-tax contributions, up to a maximum of 6% of the employees’ base pay. Participants become 100% vested in Home Savings contributions upon completion of five years of service. For the years ended 2001, 2000 and 1999, the expense related to this plan was approximately $308,000, $230,000 and $237,000, respectively.

     Butler Wick also sponsors a defined contribution 401(k) savings plan, which covers substantially all employees who have completed one year of service. Under the provisions of the plan, Butler Wick’s matching contribution is discretionary and may be changed from year to year. For 2001, 2000 and 1999, Butler Wick’s match was 25% of pre-tax contributions, up to a maximum of 6% of the employees’ base pay. Participants become 100% vested in Butler Wick contributions upon completion of six years of service. For the years ended 2001, 2000 and 1999, the expense related to this plan was approximately $126,000, $120,000 and $119,000, respectively.

Employee Stock Ownership Plan

     In conjunction with the conversion, United Community established an Employee Stock Ownership Plan (ESOP) for the benefit of the employees of United Community and Home Savings. All full-time employees who meet certain age and years of service criteria are eligible to participate in the ESOP. An ESOP is a tax-qualified retirement plan designed to invest primarily in the stock of United Community. The ESOP borrowed $26.8 million from United Community to purchase 2,677,250 shares in conjunction with the conversion. The term of the loan is 15 years and is being repaid primarily with contributions from Home Savings to the ESOP.

     The loan is collateralized by the shares of common stock held by the ESOP. As the note is repaid, shares are released from collateral based on the proportion of the payment in relation to total payments required to be made on the loan. The shares released from collateral are then allocated to participants on the basis of compensation as described in the plan. Compensation expense is determined by multiplying the average per share market price of United Community’s stock during the period by the number of shares to be released. United Community recognized approximately $2.1 million, $2.0 million and $3.0 million in compensation expense for the years ended December 31, 2001, 2000 and 1999, respectively, related to the ESOP. Unallocated shares are considered neither outstanding shares for computation of basic earnings per share nor potentially dilutive securities for computation of diluted earnings per share. Dividends on unallocated ESOP shares are reflected as a reduction in the loan (and Home Savings’ contribution is reduced accordingly). Shares released or committed to be released for allocation during the years ended December 31, 2001, 2000 and 1999 totaled 294,802, 300,679 and 288,926, respectively, and had a combined fair market value of $6.1 million. Shares remaining not released or committed to be released for allocation at December 31, 2001 totaled 3.3 million and had a market value of approximately $23.8 million.

Recognition and Retention Plan

     On July 12, 1999, shareholders approved the United Community Financial Corp. Recognition and Retention Plan (RRP). The purpose of the plan is to reward and retain directors, officers and employees of United Community and Home Savings who are in key positions of responsibility by providing them with an ownership interest in United Community. Under the RRP, recipients are entitled to receive dividends and have voting rights on their respective shares, but are restricted from selling or transferring the shares prior to vesting.

     In August 1999, United Community awarded 1,342,334 common shares to eligible individuals. Approximately one-fifth of the number of shares awarded, or 268,638 shares, vested on the date of grant. The remaining 1,073,696 shares vest ratably on each of the first four anniversary dates of the plan. In August 2000, United Community awarded 46,291 common shares to eligible individuals. Approximately two-fifths of the number of shares awarded, or 18,517 shares, vested on the date of grant. The remaining 27,774 shares vest ratably on each of the first three anniversary dates of the plan. Shares available for future grants at December 31, 2001, 2000 and 1999 were 50,371 shares, 3,960 shares and 46,291 shares, respectively.

     The aggregate fair market value of the unvested RRP shares is considered unearned compensation at the time of grant and is amortized over the vesting period. Compensation expense recognized in 2001, 2000 and 1999 related to the RRP was $1.6 million, $2.0 and $10.3 million, respectively. The expense for 1999 included an accelerated expense of $6.4 million related to the $6.00 per share special capital distribution.

 


 

Retention Plan

     In connection with the Butler Wick acquisition, United Community established and funded a $3.7 million retention plan into a Rabbi Trust. Participants in the retention plan become vested in their benefits after five years of service, subject to acceleration in the event of a change in control of United Community or Butler Wick. If a participant voluntarily leaves the employ of Butler Wick or a subsidiary, or is fired for cause, before the expiration of the five-year vesting period, the participant will forfeit all funds in the plan. If a participant dies, becomes disabled or retires at or after age 65 and prior to the expiration of the five-year vesting period, the participant, or the participant’s estate, will be entitled to receive the funds allocated to him or her under the plan, increased for any earnings or reduced for any loss on such funds, at the end of the five-year vesting period. Retention plan expense, including fair value adjustments related to the assets in Rabbi Trust, was $(73,000), $1.0 million and $937,000 for 2001, 2000 and 1999, respectively.

Long-Term Incentive Plan

     On July 12, 1999, shareholders approved the United Community Financial Corp. Long-Term Incentive Plan (Incentive Plan). The purpose of the Incentive Plan is to promote and advance the interests of United Community and its shareholders by enabling United Community to attract, retain and reward directors, directors emeritus, managerial and other key employees of United Community, including Home Savings and Butler Wick, by facilitating their purchase of an ownership interest in United Community.

     The Incentive Plan provides for the grant of options, which may qualify as either incentive or nonqualified stock options. The incentive plan provides that option prices will not be less than the fair market value of the stock at the grant date. The maximum number of common shares that may be issued under the plan is 3,471,562. All of the options awarded became exercisable on the date of grant. The option period expires 10 years from the date of grant. A summary of activity in the plan is as follows:

                                 
    December 31, 2001   December 31, 2000
   
 
            Weighted           Weighted
            average           average
    Shares   exercise price   Shares   exercise price
   
 
 
 
Outstanding at beginning of year
    629,085     $ 6.97                
Granted
    771,390       6.66       638,483     $ 6.97  
Exercised
    1,126       6.66                
Forfeited
    91,853       6.95       9,398       6.97  
Outstanding at end of year
    1,307,496       6.79       629,085       6.97  
Options exercisable at year end
    1,307,496     $ 6.79       629,085     $ 6.97  
Weighted-average fair value of options granted during year
          $ 1.83             $ 2.44  

     United Community applies the Accounting Principles Board (APB) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock option plan. Accordingly, no compensation cost has been recognized. Had compensation cost for this plan been determined consistent with SFAS No. 123, “Accounting for Stock Based Compensation,” United Community’s net income and earnings per share for the year ended December 31, 2001 would have been reduced to the pro forma amounts indicated below:

                                 
    December 31, 2001   December 31, 2000
   
 
    As Reported   Pro Forma   As Reported   Pro Forma
   
 
 
 
    (In thousands, except per share data)        
Net income
  $ 15,679     $ 13,481     $ 11,614     $ 10,278  
Basic earnings per share
  $ 0.49     $ 0.42       0.35       0.31  
Diluted earnings per share
  $ 0.48     $ 0.42       0.35       0.31  

     Below is a summary of the assumptions used in the calculation:

                 
    December 31,
   
    2001   2000
   
 
Dividend yield
    4.59 %     2.47 %
Expected stock price volatility
    33.63 %     89.26 %
Risk-free interest rate
    5.08 %     6.62 %
Expected option life (In years)
    10       10  

 


 

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair values of financial instruments have been determined by United Community using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that United Community could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash, Cash Equivalents, Margin Accounts, Accrued Interest Receivable and Payable and Advance Payments by Borrowers for Taxes and Insurance —The carrying amounts as reported in the Statements of Financial Condition are a reasonable estimate of fair value due to their short-term nature.

Mortgage-related and Investment Securities —Fair values are based on quoted market prices, dealer quotes and prices obtained from independent pricing services.

Loans— The fair value is estimated by discounting the future cash flows using the current market rates for loans of similar maturities with adjustments for market and credit risks.

Loans held for sale— The fair value of loans held for sale is based on market quotes.

Federal Home Loan Bank Stock —The fair value is estimated to be the carrying value, which is par. All transactions in the capital stock of the Federal Home Loan Bank are executed at par.

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

Other borrowed funds—- The fair value of borrowings is the amount payable on demand at the reporting date.

Off balance sheet commitments -The fair value of commitments is not materially different from the nominal value.

Limitations —Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time United Community’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of United Community’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

     Fair value estimates are based on existing on and off balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, a significant asset not considered a financial asset is premises and equipment. In addition, tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

     The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2001 and 2000. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

 


 

                                       
          December 31, 2001   December 31, 2000
         
 
          Carrying   Fair   Carrying   Fair
          Value   Value   Value   Value
         
 
 
 
          (In thousands)
Assets:
                               
Cash and cash equivalents
  $ 205,883     $ 205,883     $ 45,972     $ 45,972  
 
Marketable securities:
                               
   
Trading
    8,352       8,352       5,933       5,933  
   
Held to maturity
    1,698       1,695       876       900  
   
Available for sale
    51,081       51,081       98,445       98,445  
Mortgage-related securities:
                               
   
Held to maturity
    78,798       80,644       107,684       108,229  
   
Available for sale
    67,069       67,069       91,731       91,731  
 
Loans and loans held for sale
    1,426,671       1,443,110       876,653       879,109  
 
Margin accounts
    20,979       20,979       33,361       33,361  
 
Federal Home Loan Bank stock
    18,760       18,760       13,793       13,793  
 
Accrued interest receivable
    17,481       17,481       7,701       7,701  
Liabilities:
                               
 
Deposits:
                               
   
Checking, savings and money market accounts
    (551,475 )     (551,475 )     (363,245 )     (363,245 )
   
Certificates of deposit
    (831,943 )     (835,375 )     (537,168 )     (541,690 )
 
Other borrowed funds
    (271,631 )     (275,161 )     (114,317 )     (114,317 )
 
Advance payments by borrowers for taxes and insurance
    (5,760 )     (5,760 )     (4,152 )     (4,152 )
 
Accrued interest payable
    (2,983 )     (2,983 )     (2,933 )     (2,933 )
 
   
     
     
     
 

17. STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURE

     Supplemental disclosures of cash flow information are summarized below:

                             
        Year Ended December 31,
       
        2001   2000   1999
       
 
 
        (In thousands)
Supplemental disclosures of cash flow information:
                       
 
Cash paid during the year for:
                       
   
Interest on deposits and borrowings
  $ 62,963     $ 45,334     $ 30,880  
   
Income taxes
    7,471       5,941       6,004  
Supplemental schedule of noncash activities:
                       
   
Loans transferred to held for sale
    120,981              
   
Transfers from loans to real estate owned
    851       493       313  
 
   
     
     
 

 


 

18.     PARENT COMPANY FINANCIAL STATEMENTS

Condensed Statement of Financial Condition

                       
          December 31,
         
          2001   2000
         
 
          (In thousands)
Assets
               
 
Cash and deposits with banks
  $ 343     $ 85  
 
Federal funds sold and other
    21,555       19,823  
 
   
     
 
   
Total cash and cash equivalents
    21,898       19,908  
 
Marketable securities:
               
     
Trading
    3,769       4,572  
     
Available for sale
    2,795       39,919  
 
Note receivable
    22,831       24,056  
 
Accrued interest receivable
    2       372  
 
Investment in subsidiary-Home Savings
    195,452       175,269  
 
Investment in subsidiary-Butler Wick
    13,303       12,944  
 
Other assets
    4,176       67  
 
   
     
 
   
Total assets
  $ 264,226     $ 277,107  
 
   
     
 
Liabilities and Shareholders’ Equity
 
Other borrowed funds
  $     $ 12,000  
 
Accrued expenses and other liabilities
    2,346       3,208  
 
   
     
 
   
Total liabilities
    2,346       15,208  
 
Total shareholders’ equity
    261,880       261,899  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 264,226     $ 277,107  
 
   
     
 

Condensed Statement of Income

                             
        Year Ended December 31,
       
        2001   2000   1999
       
 
 
        (In thousands)
Income
                       
 
Interest income
  $ 3,752     $ 5,806     $ 8,564  
 
Non-interest income
    (862 )     227       443  
 
   
     
     
 
   
Total income
    2,890       6,033       9,007  
Expenses
                       
  Interest expense     385       1,152       2,670  
 
Other expenses
    986       1,078       1,520  
 
   
     
     
 
   
Total expenses
    1,371       2,230       4,190  
 
   
     
     
 
Income before income taxes
    1,519       3,803       4,817  
Income taxes
    602       1,069       2,060  
 
   
     
     
 
Income before equity in undistributed net earnings of subsidiary
    917       2,734       2,757  
Equity in undistributed net earnings of subsidiary
    14,762       8,880       7,638  
 
   
     
     
 
   
Net income
  $ 15,679     $ 11,614     $ 10,395  
 
   
     
     
 

 


 

Condensed Statement of Cash Flows

                             
        Year Ended December 31,
       
        2001   2000   1999
       
 
 
                (In thousands)        
Cash Flows from Operating Activities
                       
  Net Income   $ 15,679     $ 11,614     $ 10,395  
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
                       
   
Equity in undistributed earnings of the subsidiaries
    (14,762 )     (8,880 )     (7,638 )
   
Amortization of premiums and accretion of discounts
    (1 )     (22 )     (26 )
   
Net (gains) losses
    (1 )     19       140  
   
Decrease (increase) in interest receivable
    370       719       (1,071 )
   
Increase in other assets
    (4,294 )     (54 )     (285 )
   
(Decrease) increase in accrued interest payable
          (1,642 )     2,670  
   
Decrease in other liabilities
    (789 )     (254 )     (177 )
   
Decrease (increase) in trading securities
    803       (241 )     (4,331 )
 
   
     
     
 
   
Net cash (used in) provided by operating activities
    (2,995 )     1,259       (323 )
 
   
     
     
 
Cash Flows from Investing Activities
                       
 
Proceeds from principal repayments and maturities of:
                       
   
Marketable securities available for sale
    37,665       25,000        
 
Proceeds from sale of:
                       
   
Marketable securities available for sale
    350       473       22,096  
 
Purchases of:
                       
   
Marketable securities available for sale
    (356 )     (924 )     (86,716 )
 
ESOP loan repayment
    146       (37 )     274  
 
   
     
     
 
   
Net cash provided by (used in) investing activities
    37,805       24,512       (64,346 )
 
   
     
     
 
Cash Flows from Financing Activities
                       
 
Dividends paid
    (9,790 )     (10,141 )     (10,095 )
 
Special capital distribution
                (226,549 )
 
Net (decrease) increase in borrowed funds
    (12,000 )     (173,000 )     185,000  
 
Dividend from subsidiary
          158,000        
 
Purchase of treasury stock
    (11,038 )     (3,322 )      
 
Exercise of stock options
    8              
 
   
     
     
 
   
Net cash (used in) provided by financing activities
    (32,820 )     (28,463 )     (51,644 )
 
   
     
     
 
Increase (decrease) in cash and cash equivalents
    1,990       (2,692 )     (116,313 )
Cash and cash equivalents, beginning of year
    19,908       22,600       138,913  
 
   
     
     
 
Cash and cash equivalents, end of year
  $ 21,898     $ 19,908     $ 22,600  
 
   
     
     
 

19. SEGMENT INFORMATION

     SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the manner in which public enterprises report information about operating segments in financial statements. With the acquisition of Butler Wick in 1999, United Community has two principal segments, retail banking and investment advisory services. Retail banking provides consumer and business banking services. Investment advisory services provide investment brokerage services and a network of integrated financial services. The accounting policies of the segments are the same as those described in Note 1. Condensed statements of income and selected financial information by operating segment for the years ended December 31, 2001, 2000 and 1999 are as follows:

 


 

                                   
      Retail Banking   Investment Advisory Services   Eliminations   Total
     
 
 
 
      (In thousands)
2001
                               
Results of Operations
                               
 
Total interest income
  $ 114,295     $ 1,982     $ 2,288     $ 113,989  
 
Total interest expense
    58,516       819       2,288       57,047  
 
Net interest income after provision for loan loss
    53,284       1,163             54,447  
 
Non-interest income
    8,659       19,790             28,449  
 
Non-interest expense
    37,434       20,274             57,708  
 
   
     
     
     
 
 
Income before tax
    24,509       679             25,188  
 
Income tax
    9,263       246             9,509  
 
   
     
     
     
 
 
Net income
  $ 15,246     $ 433     $     $ 15,679  
 
   
     
     
     
 
Selected Financial Information
                               
 
Total assets
  $ 2,145,275     $ 35,977     $ 236,472     $ 1,944,780  
 
Capital expenditures
    2,407       362             2,769  
 
Depreciation and amortization
    1,675       548             2,223  
 
2000
                               
Results of Operations
                               
 
Total interest income
  $ 90,844     $ 3,804     $ 3,026     $ 91,622  
 
Total interest expense
    45,001       2,129       3,026       44,104  
 
Net interest income after provision for loan loss
    45,543       1,675             47,218  
 
Non-interest income
    2,590       22,164             24,754  
 
Non-interest expense
    31,721       22,586             54,307  
 
   
     
     
     
 
 
Income before tax
    16,412       1,253             17,665  
 
Income tax
    5,599       452             6,051  
 
   
     
     
     
 
 
Net income
  $ 10,813     $ 801     $     $ 11,614  
 
   
     
     
     
 
Selected Financial Information
                               
 
Total assets
  $ 1,484,541     $ 41,027     $ 225,369     $ 1,300,199  
 
Capital expenditures
    3,743       519             4,262  
 
Depreciation and amortization
    1,098       475             1,573  
 
1999
                               
Results of Operations
                               
 
Total interest income
  $ 89,634     $ 2,415     $ 2,078     $ 89,971  
 
Total interest expense
    35,200       1,162       2,078       34,284  
 
Net interest income after provision for loan loss
    54,334       1,253             55,587  
 
Non-interest income
    2,285       20,436             22,721  
 
Non-interest expense
    40,637       20,400             61,037  
 
   
     
     
     
 
 
Income before tax
    15,982       1,289             17,271  
 
Income tax
    6,356       520             6,876  
 
   
     
     
     
 
 
Net income
  $ 9,626     $ 769           $ 10,395  
 
   
     
     
     
 
Selected Financial Information
                               
 
Total assets
  $ 1,639,856     $ 41,841     $ 354,124     $ 1,327,573  
 
Capital expenditures
    1,248       317             1,565  
 
Depreciation and amortization
    937       419             1,356  

20. EARNINGS PER SHARE

     Earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares determined for the basic computation plus the dilutive effect of potential common shares that could be issued under outstanding stock options and the RRP. No shares of common stock were anti-dilutive for the periods ended December 31, 2001 and 1999. 621,922 shares of common stock were not considered for the diluted earnings per share calculation for the period ended December 31, 2000, as they were anti-dilutive.

 


 

                         
    2001   2000   1999
   
 
 
    (Dollars in thousands, except per share data)
Basic Earnings Per Share:
                       
Net income applicable to common stock
  $ 15,679     $ 11,614     $ 10,395  
Weighted average common shares outstanding
    32,176       33,186       33,907  
 
   
     
     
 
Basic earnings per share
  $ 0.49     $ 0.35     $ 0.31  
 
   
     
     
 
Diluted Earnings Per Share:
                       
Net income applicable to common stock
  $ 15,679     $ 11,614     $ 10,395  
Weighted average common shares outstanding
    32,176       33,186       33,907  
Dilutive effect of restricted stock
    154       130       292  
Dilutive effect of stock options
    35              
 
   
     
     
 
Weighted average common shares outstanding for dilutive computation
    32,365       33,316       34,199  
 
   
     
     
 
Diluted earnings per share
  $ 0.48     $ 0.35     $ 0.30  
 
   
     
     
 

21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary of Quarterly Financial Information

     The following table presents summarized quarterly data for each of the years indicated.

                                           
      (Unaudited)
      First   Second   Third   Fourth   Total
      Quarter   Quarter   Quarter   Quarter   Year
     
 
 
 
 
      (In thousands, except per share data)
2001:
                                       
Total interest income
  $ 24,038     $ 24,645     $ 32,872     $ 32,434     $ 113,989  
Total interest expense
    11,681       12,244       16,819       16,303       57,047  
 
   
     
     
     
     
 
Net interest income
    12,357       12,401       16,053       16,131       56,942  
Provision for loan loss allowances
    330       250       465       1,450       2,495  
Noninterest income
    5,788       6,118       5,236       11,307       28,449  
Noninterest expense
    12,779       13,552       14,518       16,859       57,708  
Income taxes
    1,834       1,779       2,341       3,555       9,509  
 
   
     
     
     
     
 
Net income
  $ 3,202     $ 2,938     $ 3,965     $ 5,574     $ 15,679  
 
   
     
     
     
     
 
Earnings per share:
                                       
 
Basic
    0.10       0.09       0.12       0.18       0.49  
 
Diluted
    0.10       0.09       0.12       0.17       0.48  

Increases of $8.2 million in total interest income and $4.6 million in total interest expense from the second quarter to the third quarter of 2001 are primarily due to the acquisition of Industrial Bancorp.

The increase of $6.1 million in noninterest income in the fourth quarter compared to the third quarter of 2001 is primarily due to a $4.9 million increase in gains on loans sold. A decrease in the loss on trading securities of $636,000 and an increase in underwriting and investment banking of $679,000 also contributed to the increase in noninterest income. Noninterest expense increased $2.3 million in the fourth quarter of 2001 primarily as a result of a $1.9 million increase in salaries and employee benefits.

The provision for loan losses increased in the fourth quarter primarily due to a shift in the mix of the portfolio as a result of the bulk loan sale and an increase of loans on the watch list.

 


 

                                           
2000:
                                       
Total interest income
  $ 21,879     $ 22,420     $ 23,236     $ 24,087     $ 91,622  
Total interest expense
    10,083       10,371       11,443       12,207       44,104  
 
   
     
     
     
     
 
Net interest income
    11,796       12,049       11,793       11,880       47,518  
Provision for loan loss allowances
                150       150       300  
Noninterest income
    7,255       5,857       5,714       5,928       24,754  
Noninterest expense
    14,441       13,227       12,740       13,899       54,307  
Income taxes
    1,508       1,709       1,528       1,306       6,051  
 
   
     
     
     
     
 
Net income
  $ 3,102     $ 2,970     $ 3,089     $ 2,453     $ 11,614  
 
   
     
     
     
     
 
Earnings per share:
                                       
 
Basic
    0.09       0.09       0.09       0.08     $ 0.35  
 
Diluted
    0.09       0.09       0.09       0.08     $ 0.35  

INDEPENDENT AUDITORS’ REPORT

To the Shareholders and Board of Directors
United Community Financial Corp.
Youngstown, OH

     We have audited the accompanying consolidated statement of financial condition of United Community Financial Corp. as of December 31, 2001 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of United Community’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The 2000 and 1999 financial statements were audited by other auditors, whose report dated January 24, 2001 expressed an unqualified opinion on those statements.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Community Financial Corp. as of December 31, 2001 and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 
/s/ Crowe, Chizek and Company LLP

Crowe, Chizek and Company LLP

Cleveland, Ohio
February 8, 2002

 

EXHIBIT 21

SUBSIDIARIES

Name                                                    State of Incorporation
----                                                    ----------------------

The Home Savings and Loan Company of Youngstown, Ohio   Ohio

Butler Wick Corp                                        Ohio


EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of United Community Financial Corp. of our report dated February 8, 2002, on the consolidated financial statements of United Community Financial Corp. as of December 31, 2001 and for the year then ended which report appears in the Annual Report on Form 10-K of United Community Financial Corp. for the year ended December 31, 2001.

Crowe, Chizek and Company LLP

Cleveland, Ohio
March 26, 2002


EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

United Community Financial Corp.

We consent to the incorporation by reference in Registration Statement Nos. 333-38028 and 333-86015 of United Community Financial Corp. on Forms S-8 of our report dated January 24, 2001, incorporated by reference in this Annual Report on Form 10-K of United Community Financial Corp. for the year ended December 31, 2001.

/s/ Deloitte and Touche LLP

Cleveland, OH
March 29, 2002


EXHIBIT 99

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors United Community Financial Corp.

We have audited the accompanying consolidated statement of financial condition of United Community Financial Corp. and subsidiaries as of December 31, 2000, and the related consolidated statements of income, shareholders' equity, and cash flows for the years ended December 31, 2000 and 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain a reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Community Financial Corp. and subsidiaries as of December 31, 2000, and the results of their operations and their cash flows for the years ended December 31, 2000 and 1999 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte and Touche LLP

Cleveland, OH
January 24, 2001