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                              DIVESTITURE AGREEMENT



        This Divestiture Agreement (this "Agreement"), dated December __, 2004,

is made by and between Third Federal Savings and Loan Association of Cleveland,

MHC (the "MHC"), TFS Financial Corporation ("TFS") and Ohio Central Savings

("OCS").



                                    RECITALS



        WHEREAS, TFS is a federal corporation that is a wholly-owned subsidiary

of the MHC;



        WHEREAS, TFS and OCS entered into a Combination Agreement dated February

16, 2001, whereby OCS became a wholly-owned subsidiary of TFS;



        WHEREAS, the MHC joined the Combination Agreement by a Joinder

Agreement, dated March 21, 2001;



        WHEREAS, TFS owns 1,000 shares of common stock, par value $.01 per

share, of OCS (the "OSC Common Stock"), such stock being all of the issued and

outstanding capital stock of OCS;



        WHEREAS, OCS desires to repurchase all of the OCS Common Stock held by

TFS, in connection with the divestiture of OCS by TFS as a wholly-owned

subsidiary of TFS, in exchange for (i) the payment of $792,000 (the "Divestiture

Payment") by OCS to TFS, and (ii) the other consideration described in this

Agreement (such transactions collectively are referred to herein as the

"Divestiture");



        WHEREAS, the purpose of the Divestiture is to permit OCS to become an

independent institution and to raise additional capital through a mutual to

stock conversion (the "Stock Conversion") following the Divestiture; and



        WHEREAS, TFS and OCS desire to enter into this Agreement to set forth

their agreement regarding the terms and conditions of the Divestiture.



        NOW THEREFORE, in consideration of the representations, warranties and

mutual covenants of the parties contained herein, and for good and valuable

consideration the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:



                                    ARTICLE I

                      THE DIVESTITURE AND STOCK CONVERSION



        SECTION 1.1     CLOSING. The closing of the Divestiture (the "Closing")

shall occur immediately prior to the completion of the sale of the stock in the

Stock Conversion and after receipt of all regulatory approvals (the "Closing

Date").



        SECTION 1.2     DIVESTITURE. At the Closing, TFS shall sell, assign,

transfer and convey to OCS all of the shares of OCS Common Stock held or owned

by TFS. In consideration of, and effective concurrently with such sale and

transfer, OCS shall pay to TFS the Divestiture Payment



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in cash. Immediately following the purchase of the OCS Common Stock, OCS shall

exchange its charter for a federal mutual savings association charter and

complete its mutual to stock conversion.



        SECTION 1.3     STOCK CONVERSION. Immediately following the completion

of the Divestiture, OCS shall complete the Stock Conversion.



        SECTION 1.4     DELIVERIES. At the Closing, TFS shall deliver to OCS the

stock certificate representing the OCS common stock, in proper form for transfer

duly endorsed in blank or accompanied by appropriate stock powers properly

executed by TFS.



        SECTION 1.5     DIRECTORS. Paul Huml or such other representative of TFS

on the OCS Board of Directors shall tender his or her resignation as a director

effective on or before the execution of this Agreement.



        SECTION 1.6     FEE DEFERRAL. Each director of OCS as of the date of

this Agreement that has a Director Fee Deferral Agreement with OCS shall retain

such funds at OCS (the "Director Plan"). OCS shall arrange for the payout of the

benefit due those directors that have resigned from the Board of Directors. OCS

shall reimburse TFS for the portion of the obligation TFS has previously funded

to pay the benefit to those directors that remain on the Board of Directors.



        SECTION 1.7     TERMINATION. Upon the Closing, all warranties,

representations and covenants of the MHC, TFS and OCS in the Combination

Agreement and the Joinder Agreement shall terminate and the parties shall have

no further obligation thereunder.



                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES



        SECTION 2.1     REPRESENTATIONS OF THE MHC AND TFS. The MHC and TFS

hereby represent and warrant to OCS that:`



                (a)     The OCS Common Stock is lawfully owned beneficially and

of record by TFS.



                (b)     The MHC and TFS have the full legal right, power and

authority to enter into this Agreement and to consummate the transactions

hereunder.



                (c)     The delivery of the OCS Common Stock to OCS pursuant to

this Agreement will transfer to OCS good and valid title to the OCS Common

Stock, free and clear of all liens, encumbrances, restrictions and claims of

every kind.



                (d)     The execution, delivery and performance by the MHC and

TFS of this Agreement have been duly authorized by all necessary corporate

action.

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