Item 1.01. Entry into a Material Definitive Agreement.
On December 18, 2008, United Community Financial Corp. ("UCFC"), Butler Wick Corp., a wholly-owned subsidiary of UCFC ("BWC"), Butler Wick & Co., Inc., a wholly owned subsidiary of BWC ("Butler Wick & Co.") and Stifel Financial Corp. ("Stifel") entered into a Stock Purchase Agreement (the "Agreement"), whereby Stifel will acquire all of the outstanding capital stock of Butler Wick & Co. Under the Agreement, Stifel will acquire the capital stock of Butler Wick & Co. for cash in the amount of $12,000,000, subject to certain adjustments.
The transaction is expected to close by December 31, 2008, or as soon thereafter as is reasonably practicable. The Agreement contains certain customary representations, warranties and covenants of the parties, and the consummation of the transaction is subject to a number of customary closing conditions and the approval of all required governmental and other regulatory entities. Each of Stifel and UCFC have agreed to indemnify the other party for a breach of the Agreement, the representations, warranties and covenants and the costs and expenses of a party associated with the transaction. UCFC's indemnification obligations generally are limited to a period of 18 months and are subject to a cap of $1,500,000.
A copy of the press release announcing the execution of the Agreement is attached hereto as Exhibit 99 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 99 Press release dated December 18, 2008

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