FWP 1 d310174dfwp.htm FWP FWP
Investment Overview
March 2012

Legal Disclaimer
This Investor Presentation (“Presentation”) has been produced by Central Federal Corporation (“CFC”) solely for use at this investor presentation held in connection
with the rights offering of Common Stock of CFC, and may not be reproduced or redistributed, in whole or in part, to any other person. CFC has filed a registration
statement (“Registration Statement”), including a prospectus (“Prospectus”) with the Securities and Exchange Commission (“SEC”) for the rights offering of its Common
Stock to which this Presentation relates. Before you decide whether to invest, you should read the Prospectus in that registration statement for more complete
information about CFC and this offering.   You may obtain these documents for free by visiting EDGAR on the SEC Website at www.sec.gov.  Alternatively, CFC or
ParaCap Group, LLC, financial advisor and information agent, will arrange to send to you the Prospectus if you request by calling (866) 719-5037.
Statements contained in, or incorporated by reference into this Presentation that are not statements of historical fact are forward-looking statements which are made in
good faith by us. Forward-looking statements include, but are not limited to: (1) projections of revenues, income or loss, earnings or loss per common share, capital
structure and other financial items; (2) plans and objectives of CFC’s or CFBank’s management or Boards of Directors; (3) statements regarding future events, actions or
economic performance; and (4) statements of assumptions underlying such statements.  Words such as "estimate," "strategy," "may," "believe," "anticipate," "expect,"
"predict," "will," "intend," "plan," "targeted," and the negative of these terms, or similar expressions, are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements.  Various risks and uncertainties may cause actual results to differ materially from those indicated by our forward-looking
statements.  The following factors could cause such differences: a continuation of current high unemployment rates and difficult economic conditions or adverse changes
in general economic conditions and economic conditions in the markets we serve, any of which may affect, among other things, our level of nonperforming assets,
charge-offs, and provision for loan loss expense; changes in interest rates that may reduce net interest margin and impact funding sources; our ability to maintain
sufficient liquidity to continue to fund our operations; our ability to reduce our high level of nonperforming assets and operating expenses; changes in market rates and
prices, including real estate values, which may adversely impact the value of financial products including securities, loans and deposits; the possibility of other-than-
temporary impairment of securities held in our securities portfolio; results of examinations of CFC and CFBank by the Regulators, including the possibility that the
Regulators may, among other things, require CFBank to increase its allowance for loan losses or write-down assets; our ability to meet the requirements of the CFC and
CFBank Cease and Desist Orders issued by Regulators; the uncertainties arising from CFC’s participation in the TARP Capital Purchase Program, including the impact 
on employee recruitment and retention and other business and practices, and uncertainties concerning the potential redemption by us of Treasury’s preferred stock
investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; changes in tax laws, rules and
regulations; various monetary and fiscal policies and regulations, including those determined by the Fed, the FDIC and the OCC; competition with other local and
regional commercial banks, savings banks, credit unions and other non-bank financial institutions; our ability to grow our core businesses; technological factors which
may affect our operations, pricing, products and services; unanticipated litigation, claims or assessments; and management's ability to manage these and other risks.
Forward-looking statements are not guarantees of performance or results.  A forward-looking statement may include a statement of the assumptions or bases underlying
the forward-looking statement.  CFC believes it has chosen these assumptions or bases in good faith and that they are reasonable.  We caution you, however, that
assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material.  The forward-looking
statements included in this report speak only as of the date of the report.  We undertake no obligation to publicly release revisions to any forward-looking statements to
reflect events or circumstances after the date of such statements, except to the extent required by law.

Executive Summary

Executive Summary
4
Why Invest in a Community Bank Today?
Which Community Banks Are and Will Be Successful?
Why CFBK?
1
2
3

Offering Highlights
•
Issuer:
•
Security Offered:
•
Warrants:
•
Proposed Offering Price:
•
Proposed Offering Size:
•
Standby Purchaser Commitment:
•
Aggregate Net Proceeds:
•
Use of Proceeds:
•
Financial Advisor / Information Agent:
Central Federal Corporation (NASDAQ: CFBK)
Common shares
1 warrant to purchase 1 share for every 3 shares purchased.
Exercisable for 3 years at $1.00 strike price.
$1.00 per share
Up to 30,000,000 shares
5,035,000 shares
Approximately $21.3 million to $28.4 million
Invest $13.5 million in wholly owned subsidiary CFBank to
improve capital position and retain the rest at the holding
company for general corporate purposes
ParaCap Group, LLC
5

Changes at CFBK in the Past Two Years
6
Promoted new CEO and President in May 2010
Engaged two different independent loan review firms, and a consulting firm to assess
asset quality, workout strategies, and performance
Began process of reducing nonperforming assets
Strengthened allowance for loan losses
Re-engineered credit and workout operations
Retained a financial advisor to explore strategic alternatives
Attracted Timothy O’Dell, Thad Perry and Bob Hoeweler to lead the Company’s recapitalization
1
2
3
4
5
6
7

Improved Asset Quality
Non-Performing Assets
($000s)
7
12,265
13,234
14,066
13,053
13,024
14,566
11,850
9,522
7,650
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
2009
2010
2011

Strengthened Reserves
Loan Loss Reserves / Gross Loans
(%)
8
1.9
3.0
3.2
4.6
4.7
4.9
5.0
4.5
4.2
0.0
1.0
2.0
3.0
4.0
5.0
6.0
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
2009
2010
2011

I.  Why Invest in a Community
Bank Today?
9

Why Invest in a Community Bank Today?
1
2
3
4
10
Major deterioration in public perception of big banks
Favorable year-over-year dynamics in the real estate market and economy
There are numerous attractive potential customers up for grabs, particularly
small and medium-sized businesses, executives and professionals
Strong
business
model
if
derivatives
and
other
complex
financial
instruments
are
avoided

Public Backlash Against Big Banks
Management believes:
•
•
•
•
Stock Performance –
Last Two Years
11
Source: SNL
9.4%
(16.5%)
S&P Bank Index
Too Big To Fail List
(50.0)
(40.0)
(30.0)
(20.0)
(10.0)
0.0
10.0
20.0
30.0
The financial crisis has caused a severe backlash against
the country’s Too Big To Fail banks.
There has been a significant deterioration of the public’s,
investors’
and regulators’
perception of these institutions.
Both business and retail customers have experienced
deteriorating service levels, long decision periods, and
high uncertainty in dealing with the larger banks.
As a result, many Americans have called for a return to
smaller community banks through protests and organized
events such as the National Bank Transfer Day.
Too Big To Fail List as defined by the G-20 Financial Stability Board;
Includes:  Bank of America, Citi, Goldman Sachs, Wells Fargo,  State Street,
Bank of New York Mellon, JP Morgan, and Morgan Stanley

Favorable Economic Trends
•
Ohio has posted the fifth largest increase in jobs of all 50 states, on a year-
over-year basis from December 2010, according to the Bureau of Labor Statistics
•
Since December 2010, Ohio has added 72,400 jobs, trailing only Texas, New
York, Florida, and California.
•
All of CFBank’s markets have witnessed a notable decline in the unemployment
rate over the last year:
In the East Liverpool-Salem MSA, the improving manufacturing base and increased investment in
the
Utica
Shale
region
have
caused
the
unemployment
rate
to
decrease
from
11.2%
to
8.8%
year-
over-year, nearly two times greater than the year-over-year rate of decline of the
national unemployment rate.
The Akron MSA’s diverse economic base has also led to relatively strong job growth.  In
December, Akron’s unemployment rate was 7.3%, compared to 7.6% in Ohio and
8.5% nationally.
The Columbus MSA’s unemployment rate has been consistently lower than the state and national
averages throughout the recession.  In December, the Columbus MSA’s unemployment
rate was 6.4%; significantly better than state and national figures.
12

Housing Market Stabilizing
Case-Shiller Home Price Index: 
Cleveland versus National Average
Case-Shiller Percent
Decline From Market Peak
13
City
Percent
Decline
Las Vegas
-61.6%
Phoenix
-56.4%
Miami
-51.5%
Tampa
-48.0%
Detroit
-45.1%
San Francisco
-41.3%
Los Angeles
-40.5%
San Diego
-40.0%
Minneapolis
-36.3%
Chicago
-34.8%
Atlanta
-34.4%
Seattle
-31.1%
Portland
-28.6%
Washington
-27.3%
New York
-23.9%
Cleveland
-20.1%
Boston
-16.9%
Charlotte
-16.9%
Denver
-10.8%
Dallas
-9.2%
75.00
95.00
115.00
135.00
155.00
175.00
195.00
215.00
Cleveland, OH
Composite 20

Opportunity to Attract Customers & Talent
Akron MSA
Columbus MSA
East Liverpool MSA
Source: 2011 FDIC Deposit Market Share Data
1.
2.
3.
4.
5.
1.
2.
3.
4.
5.
1.
2.
3.
4.
5.
14
Top 5 Deposit Market Share Leaders in CFBK’s Markets

Historic P/TBV Multiples
Historic P/E Multiples
Valuations at Historic Lows
15
Price /Tangible Book and Price/LTM Earnings Multiples for SNL Bank  Index

II. Which Community Banks Are
and Will Be Successful?

Which Community Banks Are and
Will Be Successful?
17
Strong, experienced leadership, focused on stakeholder values and balanced
risk/returns
Directors and management willing to put their own money and relationships on
the line
Large enough to be relevant, small enough to provide exceptional
service and
maintain strong long term relationships and competitive advantage
Attractive markets offering growth potential
Ample capital to take advantage of market opportunities
1
2
3
4
5

Strong, Experienced Leadership
Timothy
T.
O’Dell
–
Proposed
Chief
Executive
Officer
Currently the owner of the Chetwood Group, which provides advisory services to a number of privately held enterprises
in construction, health care, real estate and professional services
Prior to founding Chetwood in 2003, Mr. O’Dell spent 22 years at Fifth Third Bank, and was a senior executive with
Fifth Third’s Central Ohio operations for 12 of those years, concluding his tenure serving as President and Chief
Executive Officer
For
10
of
his
years
with
Fifth
Third
–
Central
Ohio,
Mr.
O’Dell
also
served
as
a
senior
lender
and
managed
its
commercial banking and residential and commercial real estate divisions
During his tenure, Fifth Third’s Central Ohio division grew by $4 billion in deposits and $5 billion in loans from organic
growth and through strategic acquisitions
Mr.
O’Dell
served
on
the
board
of
the
Columbus
Chamber
of
Commerce
and
The
Ohio
State
University
Medical
Center,
and he was a founding investor in the Ohio TechAngel Venture Fund
B.B.A.
–
Marshall
University
18

Strong, Experienced Leadership
Robert
E.
Hoeweler,
Jr.
–
Proposed
Chairman
Chief
Executive
Officer
of
a
diverse
group
of
companies
owned
by
the
Hoeweler
family,
including
manufacturing,
communication, distribution, business services and venture capital entities
Served as Vice Chairman of Winton Financial, Inc., a $550 million Cincinnati-based S&L, from its initial public offering
in 1988 through its ultimate sale in 2005 to WesBanco, Inc.
Has served on the boards of directors of one of the country’s largest privately owned waste and recycling companies
since 1986 and a privately owned commercial bakery since 1988
Director of Skipjack Financial Services, a provider of payment processing services that the Hoeweler family led from its
inception through its sale to a super-regional banking company, from 1996 through 2009
B.S. –
University of Cincinnati
Thad
R.
Perry
–
Proposed
President
Senior Partner with Accenture for over 30 years where he was involved in consulting, transaction structuring, and
management of operations.  He operated the firm’s Columbus, Ohio practice and developed its regulated industries
practice. From 1988 through 1998, Mr. Perry managed Accenture’s German, Austrian and Swiss practices, which
accounted for nearly $1 billion in gross revenues
Former Chief Operating Officer of Western Europe operations, and
served on Accenture’s European Management Board
and the Global Strategic Planning, Management, Markets, Executive, Outsourcing, and Technology Committees
His experiences in banking include the transformation of both the technical and business processes for credit card,
internet banking and security, stock and trading exchanges, international banking and customer relationship
management
M.B.A. –
The Ohio State University
B.S. –
The Ohio State University
19

Strong, Experienced Leadership
James
Howard
Frauenberg,
II
–
Proposed
Director
Principal owner of Addison Holding, LLC which manages investments of private individuals
Active in opening new franchises for two retail chains, Five Guys Burgers and Fries and Flip Flops
Senior officer with Check Smart Financial in Dublin, Ohio from 1995 to 2008
Donal
Malenick
–
Proposed
Director
Chief Executive Officer of Columbus Steel Castings from 2003 through 2008
President of Worthington Steel from 1976 to 1999
Former board member of Max and Ermas Restaurants of Columbus, Ohio from 2006 until it was sold in 2008
Member of KeyBank’s advisory board from 2001 to 2005
Private investor since 2008
20

Strong, Experienced Leadership
Eloise L. Mackus –
Current Chief Executive Officer
Named CEO in February 2011, after becoming Interim CEO in May 2010; will continue as General Counsel 
Joined CFBank in July 2003 as Senior Vice President, General Counsel and Corporate Secretary, and became Executive
Vice President of both institutions in January 2009
20 years of banking related experience
Previously served as Vice President and General Manager of International Operations and Assistant General Counsel for
J.M. Smucker Company, and Partner at Brouse McDowell
Executive Studies –
Harvard and Thunderbird Universities
J.D. –
University of Akron School of Law
B.A. –
Calvin College
Therese Ann Liutkus –
Current President, Treasurer and Chief Financial Officer
Named President in June 2010; will continue as CFO
Joined CFBank as Chief Financial Officer in November 2003 
25 years of banking experience
Previously served as CFO and Treasurer of First Place Financial Corp. and FFY Financial Corp.
B.B.A. –
Cleveland State University
21

Strong, Experienced Leadership
Timothy
R.
Fitzwater
–
Senior
Commercial
Officer
Joined CFBank in June 2010
39 years of banking experience
Previously worked for National City Bank (now PNC) for 36 years,
rising to President of the Northeast Region
Managed approximately $3 billion in assets and $1 billion commercial loan portfolio
B.S. –
Bowling Green State University
Keith D. Anderson –
Senior Credit Officer
Joined CFBank in June 2005
33 years of banking experience
Previously served as Senior Credit Officer for over six years with Champaign National Bank in Bath, Ohio, and
Senior Credit Officer of Summit Bank, headquartered in Fairlawn,
Ohio for six years
B.S. –
University of Akron
Kemper
C.
Allison
–
Vice
President
of
Commercial
Loan
Workout
Joined CFBank in February 2010
22 years of banking experience
Previously served as Senior Vice President and Chief Lending Officer of Advantage Bank in Worthington, Ohio for
nearly eight years, and held positions at Bank One, Akron, N.A. and State Savings Bank
B.S.B.A.  –
The Ohio State University
22

Directors/Management Personally Invested
23
Existing
Intended
Ownership
Purchase
Current Directors and Executive Officers
208,323
258,500
Proposed New Directors and Executive Officers
—
2,300,000
Proposed Other Standby Purchasers
—
2,735,000
Current Directors and Executive Officers as well as
     Standby Purchasers as a Group
208,323
5,293,500
Number of Shares

Competitive Size & Community Orientation
•
CFBK operates four branches in three attractive
markets
•
The Bank has approximately $265 million in
assets before the growth that the recapitalized
company may be able to achieve in future years.
•
CFBK is focused on consumers and small
businesses in the communities it serves and does
not deal in derivatives, capital markets operations
or loan syndications
•
The Company is committed to offering a level of
customer service that bigger banks cannot deliver
while providing the services and technology that
today’s customers desire
24

Market Opportunity
Unemployment Rate By
County
–
December
2011
CFBank Locations (4)
25

Market Opportunity
Source: SNL
26
Household
Income
($000s)
0%
5%
10%
15%
20%
25%
30%
35%
40%
Did Not
Complete High
School
High School
Diploma
Some College
Associate
Degree
Bachelors
Degree
Graduate
Degree
Fairlawn
Worthington
Ohio
United States
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
< 25 
25 < 49
50 < 99
100 < 199
> 200
Fairlawn
Worthington
Ohio
United States
Education
Level

Market Opportunity
27

Well
CFBank
CFBank
Peer
Capitalized
Regulatory Capital Ratios
9/30/11
Pro Forma
Medians (a)
Requirement
Tier 1 Capital to Tangible Assets (Leverage Ratio)
5.55%
10.16%
9.56%
5.00%
Tier 1 Capital to Risk Weighted Assets
9.13%
16.98%
14.29%
6.00%
Total Risk-Based Capital to Risk Weighted Assets
10.41%
18.22%
15.54%
10.00%
Note: Pro forma ratios reflect gross proceeds of $22.5 million at an offering price of $1.00/share (minimum of offering)
net of assumed commissions and other transaction expenses, with $13.5 million invested in CFBank. 
Ratios do not include an additional $7 - $8 million that will be retained at the holding company.
(a) Peer group reflects 3Q'11 bank-level data from 148 Midwestern institutions with assets between $250 - $300 million
Capital to Take Advantage of Opportunities
For Growth
28

III. Why CFBK?

Solid Platform for Quality Growth
CFBK Listed and Traded on NASDAQ
Presence in Two Metro Markets Plus Two More Community Branch
Banks
•
Akron (Fairlawn HQ)
Springboard to Cleveland Metro Market
•
Columbus
Existing Presence with Untapped Potential
Historical Banking Relationships
•
Wellsville and Calcutta Community Branch Banks
Solid Core Deposits
•
Cincinnati
Future Expansion
Why CFBK?
30

Model Focused on Diversification
31
•
Diversified Balance Sheet, Less Reliance on Real Estate Loans, Greater Focus on Non-Credit Fee Income
•
Expanding on Community Banking Foundation
•
Focusing on High Quality Small and Middle Market Businesses, Plus the Private Banking Needs of 
Executives and Entrepreneurs Who Own Them
•
Leveraging State of the Art Technology to Compete Against the Regional Bank Players and to Create
Operational Efficiency
•
Delivered to Customers by Senior Business and Private Bankers

32
Committed to Building and Developing a Highly Qualified Team
Management and the Board Will Have “Skin in the Game”
Hands-On Management Style that Stresses Accountability for Results
Simple Plan with a Focus on Execution
Strong Controls and Risk Management Processes
Diversified Business and Asset Mix
Focus on Increasing Product Offerings and Developing Core Deposits
Building a Culture that Strives for Excellence and Drives Stakeholder Value
Key Operating Tenets

CFBK: A Unique Opportunity for
Creating Stakeholder Value
33