<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>l12592aexv10w4.txt
<DESCRIPTION>EX-10.4 AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

      AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN CFBANK AND DAVID C. VERNON

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     CF BANK

This AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is entered into and
made effective as of May 10, 2004 between CFBank, a federally chartered savings
association fka Central Federal Bank fka Central Federal Savings and Loan
Association of Wellsville (the "ASSOCIATION"), and David C. Vernon, an Ohio
resident (the "EXECUTIVE").

A.    The Association and the Executive entered into an Employment Agreement as
      of February 28, 2003 (the "Agreement") for a term of 36 months.

B.    The Association values the services and contributions that the Executive
      has made to it and seeks to extend the period of service under the
      Agreement by an additional 24 months.

C.    The Executive is willing to extend the period of his service to the
      Association.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
in this Amendment, the Association and the Executive agree as follows:

1.    Section 2(a) is hereby amended by deleting "thirty six (36) and
      substituting "sixty (60)" therefore.

2.    Section 3(b) is hereby amended by adding ", whether or not made available
      to any other senior executive or key management employee of the
      Association" to the end of the second sentence of the Subsection.

3.    All provisions of the Agreement, other than as modified in this Amendment,
      are hereby ratified and shall remain in full force and effect.

IN WITNESS WHEREOF, the Association and the Executive have executed this
Amendment as of the day and year first written above.

THE ASSOCIATION:                            THE EXECUTIVE:

CENTRAL FEDERAL CORPORATION

                                                      /s/ David C. Vernon
                                                      ------------------------
By: /s/ Thomas P. Ash                                 David C. Vernon
    ------------------
Name in
Print: Thomas P. Ash
       For the Board of Directors

                                      56
</TEXT>
</DOCUMENT>
