GVFF Greenville Federal Financial Corp (PK)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)

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Greenville Federal Financial Corporation

(Name of Registrant as Specified In Its Charter)

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GREENVILLE FEDERAL FINANCIAL CORPORATION
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158

GREENVILLE FEDERAL FINANCIAL CORPORATION
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158

VOTE REQUIRED

     A majority of the votes eligible to be cast at the Annual Meeting must be present in person or by proxy to establish a quorum. Shares held by a nominee for a beneficial owner which are represented in person or by proxy but which are not voted (“non-votes”) and abstentions are counted as present for purposes of establishing a quorum.

     Under GFFC’s Bylaws, the two nominees receiving the greatest number of votes will be elected as directors. Each stockholder is entitled to cast one vote for each share owned. Stockholders may not cumulate votes in the election of directors. Directors are elected by a plurality of the votes cast, without regard to either non-votes or proxies as to which the authority to vote for the nominees being proposed is withheld.

     The ratifications of the selection of BKD as the independent registered public accounting firm for both of fiscal years 2007 and 2008 require the approval of the holders of a majority of the shares of GFFC represented at the meeting and entitled to vote on those matters. Abstentions will have the effect of a vote against the ratification, but non-votes will not be counted as represented and entitled to vote at the Annual Meeting and will have no effect on the vote.

     Because Greenville Federal MHC holds in excess of 50% of the outstanding common stock of GFFC, the votes cast by Greenville Federal MHC will ensure the presence of a quorum and determine the outcome of the election of the nominees and the ratification of the appointment of the independent registered public accounting firm.

     If the enclosed Proxy is signed and dated by the stockholder, but no vote is specified thereon, the shares held by such stockholder will be voted FOR the election of the two nominees and FOR the ratifications of the selection of BKD as independent registered public accounting firm for both fiscal year 2007 and fiscal year 2008.

     The following table sets forth certain information with respect to the number of shares of GFFC common stock beneficially owned by each director and executive officer of GFFC named in the Summary Compensation Table and by all directors and executive officers of GFFC as a group at September 7, 2007. GFFC directors and executive officers are also directors and executive officers of Greenville Federal MHC.

PROPOSAL 1: ELECTION OF DIRECTORS

     GFFC’s Bylaws provide for a Board of Directors consisting of seven persons, divided into three classes as nearly equal in number as possible. The members shall be elected for a term of three years and until their successors are elected and qualified. One class is to be elected by ballot annually. In accordance with Article II, Section 13, of the Bylaws, nominees for election as directors may be proposed only by the directors or by any stockholder entitled to vote for the election of directors if such stockholder has submitted a written notice of a proposed nominee to the Secretary of GFFC at least five days before the date of the annual meeting. Moreover, if the directors of GFFC fail or refuse to deliver nominations to the Secretary of GFFC at least 20 days prior to the date of the annual meeting, nominations may also be made at the annual meeting by any stockholder entitled to vote.

     GFFC has appointed a Nominating Committee to consider nominees and make recommendations to the full Board of Directors. The Nominating Committee will consider nominees for directors of GFFC recommended by a stockholder who submits the person’s name and qualifications in writing. The Nominating Committee has no specific minimum qualifications for a recommended candidate, and the committee will not consider stockholder-recommended candidates differently from others. The Nominating Committee considers:

	•		personal qualities and characteristics, accomplishments and reputation in the business community;
	•		relationships in the communities in which GFFC does business;
	•		ability and willingness to commit adequate time to Board and committee responsibilities;
	•		the individual’s skills and experiences and how they fit with those of other directors and potential directors and satisfy the needs of GFFC; and
	•		whether the potential nominees are stockholders of GFFC.

     The Nominating Committee makes its recommendation to the Board of Directors, and nominees are selected by vote of all of the directors of the Board of Directors.

     The Board of Directors proposes the election of the following persons to serve until the Annual Meeting of Stockholders in 2010 and until their successors are duly elected and qualified or until their earlier resignation, removal from office or death:

     If either nominee is unable to stand for election, any proxies granting authority to vote for such nominee will be voted for the substitute recommended by the Board of Directors.

      Mr. Feltman retired in 1998 after service for eight years as the Director of Human Resources of Brethren Retirement Community. He has since served as Treasurer of Darke County Habitat for Humanity from 2000 to 2002, President of that organization from 2003 to 2004 and Treasurer of that organization since 2005. Mr. Feltman has served as a director of Darke County Habitat for Humanity since 2000.

      Mr. Kepler started his career with Greenville Federal as a Management Trainee in 1973, became Assistant Secretary in 1976, advanced to Assistance Vice President in 1980, Vice President of Operations in 1985 and Executive Vice President in 1988, and then became President and Chief Executive Officer in 1997, in which position he has served since then. Mr. Kepler was first elected to the Board of Directors of Greenville Federal in 1988. Mr. Kepler is also on the board of the Ohio Bankers League’s affiliate, Ohio Bankers League Bank Services Inc.

     The following directors will continue to serve after the Annual Meeting for the terms indicated.

      Mr. O’Brien was the President of Q. O. B. Electric, Inc., an electrical contractor located in Dayton, Ohio, from 1988 until he retired from that position as of July 1, 2005. Mr. O’Brien became the Caretaker of the Greenville Union Cemetery in February 2006.

      Ms. Steinbrecher has been the Chair of the Board of Messiah College in Grantham, Pennsylvania, for the last five years, as well as Chair of various committees of that Board. Ms. Steinbrecher also owns and manages commercial and rental real estate as President of SF Folio I, Inc., in Greenville, Ohio.

      Mr. Luce has been a truck equipment salesperson for The Best Equipment Co., Inc., located in North Royalton, Ohio, since 2002. From 2000 to 2002, Mr. Luce was employed as a salesperson for the John R. Jurgensen Company, Heavy Equipment Operation, selling aggregate materials.

      Mr. Ward has been a certified public accountant with Fry and Company in Greenville, Ohio, since 1967. He has also been a partner with Elm Street Realty, which owns and rents

commercial properties, since 1993, and a director of Feet on the Ground Consulting, Inc., since 2004.

      Mr. Wolverton retired in 1997 from a career with Greenville Federal, starting as a teller in 1963 and rising through various positions until he was elected President and Chief Executive Officer in 1988. He currently provides management services for farms and other properties, is a member of the Board of AAA of Miami Valley and is a member of the Advisory Board of AAA Darke County.

Director independence

     The Board of Directors of GFFC has determined that each of its directors except Mr. Kepler is “independent” under the listing standards of The NASDAQ Stock Market LLC (“Nasdaq”).

Meetings of directors

     The Board of Directors of GFFC met 14 times for regularly scheduled and special meetings during the fiscal year ended June 30, 2007. No director attended fewer than 75% of the aggregate of such meetings and all meetings of the committees of which such director was a member.

     Each director of GFFC is also a director of Greenville Federal. The Board of Directors of Greenville Federal met 14 times during the fiscal year ended June 30, 2007. No director attended fewer than 75% of the aggregate of such meetings and all meetings of the committees of which such director was a member.

Committees of directors

     The Board of Directors of GFFC has a Nominating Committee, an Audit Committee and a Compensation Committee.

      Nominating Committee . The Nominating Committee’s purpose is to identify and recommend individuals to the Boards of Directors of GFFC and Greenville Federal for nomination as members of the Boards of Directors of GFFC and of Greenville Federal and their committees and review the independence and other board memberships of directors. The full Boards of Directors review such recommendations and make the nominations. The committee consists of Ms. Steinbrecher and Messrs. Feltman and O’Brien, each of whom is “independent” under the listing standards of Nasdaq. A copy of the Nominating Committee Charter is available on GFFC’s website, www.greenvillefederal.com. The Nominating Committee met one time during fiscal year 2007.

      Audit Committee. The Audit Committee oversees the accounting and financial reporting process of GFFC and audits of GFFC’s financial statements. As part of its duties, the Audit Committee engages the independent auditors of GFFC and reviews and approves the annual independent audit report. The members of the Audit Committee are Messrs. Ward, Wolverton and Luce. Although GFFC’s stock is not listed on any stock exchange, the Board has

determined that each of the members of the Audit Committee is “independent” under Nasdaq rules. The Audit Committee met six times during fiscal year 2007. A copy of the Audit Committee Charter is available on GFFC’s website, www.greenvillefederal.com. For a more detailed description of the duties of the Audit Committee, see “AUDIT COMMITTEE REPORT.”

      Compensation Committee. The Compensation Committee is responsible for establishing GFFC’s and Greenville Federal’s compensation philosophy, reviewing and approving corporate and individual goals relevant to CEO compensation, and making recommendations to the Boards of Directors of GFFC and Greenville Federal with respect to GFFC’s and Greenville Federal’s compensation and equity based plans for the directors and executive officers of GFFC and Greenville Federal. The Compensation Committee consists of Messrs. Feltman and O’Brien and Ms. Steinbrecher, each of whom is “independent” under applicable Nasdaq rules. The Compensation Committee met five times during fiscal year 2007. A copy of the Compensation Committee Charter is available on GFFC’s website, www.greenvillefederal.com.

Executive officers

     In addition to Mr. Kepler, the President and CEO of GFFC and Greenville Federal, Susan J. Allread, age 31, is an executive officer of both GFFC and Greenville Federal, holding the positions of Chief Financial Officer, Treasurer, Vice President and Secretary of both GFFC and Greenville Federal and Compliance Officer of Greenville Federal. Ms. Allread joined Greenville Federal in 1995 as a part-time teller. She became a Management Trainee in 1998; Staff Accountant and Compliance Auditor in 1999; Comptroller and Compliance Officer in 2001; Comptroller, Vice President, Compliance Officer and Corporate Secretary in 2004; Chief Financial Officer, Vice President, Secretary and Compliance Officer in 2005, and Chief Financial Officer, Treasurer, Vice President, Secretary and Compliance Officer in 2006. She became the Chief Financial Officer and Secretary of GFFC upon the issuance of GFFC’s charter in November 2005 and also the Treasurer and Vice President of GFFC in October 2006.

compensation surveys reviewed by the Compensation Committee. The Compensation Committee then reviews Mr. Kepler’s recommendations and approves annual salaries for GFFC’s executive officers. GFFC’s Compensation Committee directly conducts Mr. Kepler’s performance review and establishes his salary based on his performance, the compensation survey information available and the overall compensation budget.

     In addition to their base salaries, our executive officers receive allocations under GFFC’s employee stock ownership plan and Greenville Federal’s non-contributory defined contribution plan, both of which are described below under the heading “Retirement Benefits.” Participation in these plans is not limited to just officers, and all employees who meet specified eligibility requirements may participate. Also, our officers receive insurance benefits available to all full-time employees, which are considered by the Compensation Committee when determining salary levels and overall compensation.

     In June 2007, GFFC awarded for the first time stock options and retention shares pursuant to the Greenville Federal Financial Corporation 2006 Equity Plan (the “Equity Plan”). As required by the Equity Plan, awards to executive officers were determined by the Compensation Committee, and awards to non-employee directors were determined by the full Board of Directors based upon the recommendations of the Compensation Committee.

     Once GFFC’s Compensation Committee and board have determined executive officer compensation for the year, the compensation of our executive officers (including the determinations of GFFC’s Compensation Committee) is further reviewed and approved by Greenville Federal’s full board of directors.

     Director fees for GFFC are set by the full Board of Directors of GFFC, and director fees for Greenville Federal are set by Greenville Federal’s Board of Directors, based on a review of director fees at comparably sized companies in the industry.

Directors’ compensation

     GFFC and Greenville Federal pay the following fees to their directors:

Greenville Federal Financial Corporation:

	•		Annual retainer for all directors: $600, to be paid quarterly
	•		Audit Committee and Compensation Committee fees: $100 per meeting
	•		Annual retainer for each of Chairman of Audit Committee (Mr. Ward) and Chairman of Compensation Committee (Mr. Feltman): $600, to be paid quarterly

Greenville Federal :

	•		Annual retainer for all directors: $12,000, to be paid quarterly
	•		Annual retainer for Chairman of the Board (Mr. Ward): $9,200, to be paid quarterly
	•		Per meeting fee for all non-employee directors: $200 per meeting attended
	•		Per meeting fee for non-employee Executive Committee members: $100 per meeting attended
	•		Special meeting fee for non-employee directors: $100 per special meeting attended

     Each of the directors is also a director of Greenville Federal MHC, which owns 55% of the outstanding common stock of GFFC. Greenville Federal MHC pays each director an annual retainer of $600.

     Each of the directors of GFFC also received awards under the Equity Plan in June 2007. Options awarded under the Equity Plan have terms of ten years, vest one fifth each year commencing on the first anniversary of the grant date and have exercise prices equal to an amount not less than the fair market value of a GFFC share of stock on the date of grant. Upon a change in control of GFFC, each option will be treated as provided in a separate written change in control or similar agreement between the participant and GFFC or a subsidiary, or, if no such agreement exists, will be cancelled in exchange for either cash or for the merger or acquisition consideration, as provided in the merger or acquisition agreement. Directors are also eligible for awards of retention shares, which vest one fifth each year commencing on the first anniversary of the date of grant. In the absence of a separate written change in control agreement between the participant and GFFC or a subsidiary, all restrictions on retention shares will lapse upon a change in control.

     The following tables set forth all compensation paid by GFFC and Greenville Federal to their directors during fiscal year 2007, excluding Mr. Kepler, whose compensation as a director of GFFC and Greenville Federal is included in the “Summary Compensation Table” below.

Executive officers’ compensation

     The following table presents certain information regarding the cash compensation received by David M. Kepler, the President and Chief Executive Officer of GFFC and Greenville Federal, for services rendered during the fiscal years shown. No other executive officer of Greenville Federal or GFFC received salary and bonus compensation exceeding $100,000 during the periods shown.

Summary Compensation Table

Name and						Salary				Bonus				Stock				Option				All other
principal position		Year				($)				($)				Awards				Awards				compensation (1)				Total
David M. Kepler			2007			$	162,600	(2)		$	—			$	—	(3)		$	—	(4)		$	9,054	(5)		$	171,654
President, CEO			2006				153,000	(6)			4,500				—				—				18,672	(7)			176,172

     The following table sets forth information regarding equity awards granted to Mr. Kepler and outstanding at June 30, 2007, all of which were awarded on June 29, 2007, and are described in the footnotes to the Summary Compensation Table:

Outstanding Equity Awards at Fiscal Year-End

Employment agreement

     GFFC and Greenville Federal have entered into an employment agreement with Mr. Kepler. Mr. Kepler’s employment agreement has a three-year term commencing July 1, 2006, and a salary and performance review by the Boards of Directors not less often than annually, as well as inclusion of Mr. Kepler in any formally established employee benefit, bonus, pension and profit-sharing plans for which senior management personnel are eligible. The employment agreement also provides for vacation and sick leave.

     The employment agreement is terminable by GFFC and Greenville Federal at any time. In the event of termination by GFFC or Greenville Federal for “just cause,” as defined in the employment agreement, Mr. Kepler will have no right to receive any compensation or other benefits for any period after such termination. In the event of termination by GFFC or Greenville Federal other than for cause, at the end of the term of the employment agreement or in connection with a “change of control,” as defined in the employment agreement, Mr. Kepler will be entitled to a continuation of salary payments for a period of time equal to the term of the employment agreement and a continuation of benefits substantially equal to those being provided at the date of termination of employment until the earliest to occur of the end of the term or the date Mr. Kepler becomes employed full-time by another employer.

     The employment agreement also contains provisions with respect to the occurrence of a “change of control” in connection with or within one year before (1) the termination of employment for any reason other than just cause, retirement or termination at the end of the term of the employment agreement, (2) a change in the capacity or circumstances in which Mr. Kepler is employed or (3) a material reduction in Mr. Kepler’s responsibilities, authority, compensation or other benefits provided under the employment agreement without Mr. Kepler’s written consent. In the event of any such occurrence, Mr. Kepler will be entitled to payment of an amount equal to three times the greater of his annual salary set forth in the employment agreement or the annual salary payment as a result of any annual salary review, subject to certain possible adjustments. In addition, Mr. Kepler would be entitled to continued coverage under all benefit plans until the earlier of the expiration of the term of the coverage of Mr. Kepler under another benefit plan. The maximum Mr. Kepler may receive, however, is limited to an amount that will not result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code or exceed limitations imposed by the Office of Thrift Supervision. “Control,” as defined in the employment agreement, generally refers to the acquisition by any person or entity of the ownership or power to vote 25% or more of the voting stock of Greenville Federal or GFFC, the control of the election of a majority of Greenville Federal’s or GFFC’s directors, the exercise of a controlling influence over the management or policies of either company, or the reorganization, merger, consolidation or sale of the assets of Greenville Federal or GFFC, except the “control” exercised by Greenville Federal MHC and GFFC over their subsidiaries or our conversion from the mutual holding company structure to a full stock form of organization.

     The employment agreement entitles Mr. Kepler to a minimum annual salary and bonus of $150,000.

Retirement Benefits

      4 01(k) Plan. Greenville Federal offers to our employees a qualified, tax-exempt savings plan qualifying under Section 401(k) of the Internal Revenue Code. All employees who have completed at least 12 months of continuous employment during which they have worked at least 1,000 hours are eligible to participate.

     Participants are permitted to make salary reduction contributions to the 401(k) plan for calendar year 2007 of up to 50% of their annual salary, up to a maximum of $15,500, or $20,500 for participants over 50 years of age. Greenville Federal matches each contribution in an amount equal to 100% of the participant’s 401(k) deferrals for one year, up to 6% of their salary. All contributions currently made by participants are before-tax contributions, although participants also have the option to make after-tax contributions. All participant contributions and earnings and all matching contributions are immediately vested in full.

     Participants may invest amounts contributed to their 401(k) plan accounts in a broad array of investment options available under the 401(k) plan. Changes in investment directions among the funds are permitted on a periodic basis pursuant to procedures established by the plan administrator.

      Employee Stock Ownership Plan. GFFC has established the Greenville Federal Financial Corporation Employee Stock Ownership Plan (the “ESOP”) for the benefit of employees of GFFC and Greenville Federal who have completed at least one year of full-time service with GFFC or Greenville Federal. The ESOP borrowed funds from GFFC and used those funds to purchase 90,098 shares of GFFC stock. Shares released from the suspense account upon the payment of the loan are allocated to the accounts of participants on the basis of compensation. Except for participants who retire, become disabled, or die during the plan year, participants must have completed at least 1,000 hours of service and be employed on the last day of the plan year in order to receive an allocation. Benefits generally vest in full after five years of service, with current employees credited for years they served prior to the establishment of the ESOP. Benefits will be paid in GFFC common stock and in cash. Benefits may be payable upon retirement, death, disability or separation from service.

Certain transactions with Greenville Federal

     Prior to 2006, Greenville Federal made loans to directors, executive officers and employees on preferred terms, including reduced rates of interest and closing costs, for personal purposes, such as for their residences and automobiles, but not for business purposes. In December 2005, the Board of Directors of Greenville Federal determined to eliminate preferential terms for loans to directors and executive officers effective January 1, 2006. Each loan met the same underwriting criteria as required of other customers, with underwriting decisions based on the higher interest rate that would apply if the borrower ceased to be affiliated with Greenville Federal. Such loans did not, therefore, present any more risk than is presented by similar loans made to persons not affiliated with Greenville Federal.

     During the two fiscal years ended June 30, 2007, no director, executive officer or other related person had loans from Greenville Federal aggregating more than $120,000, except loans made in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Greenville Federal, and not involving more than the normal risk of collectibility or presenting other unfavorable features.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the federal securities laws, GFFC’s directors and executive officers and persons holding more than ten percent of the common shares of GFFC are required to report their ownership of common shares and changes in such ownership to the Securities and Exchange Commission and GFFC. The Securities and Exchange Commission has established specific due dates for such reports. Based upon a review of such reports, GFFC must disclose any failures to file such reports timely in Proxy Statements used in connection with annual meetings of stockholders. GFFC has determined that no failure to file such reports timely occurred during fiscal year 2007.

contemplated, or the type of audit opinion that might be rendered on GFFC’s financial statements, and neither was a written report provided to GFFC nor was oral advice provided to GFFC that was an important factor considered by GFFC in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement or event (as described in paragraph 304(a)(1)(iv) of Regulation S-B of the Securities and Exchange Commission).

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF BKD AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GFFC TO AUDIT GFFC’S FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2007.

     GFFC’s Audit Committee Charter requires the Audit Committee of the Board of Directors of GFFC to pre-approve all audit services and all permitted non-audit services to be performed by the independent auditor. In order to ensure prompt handling of unexpected matters, the Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve non-audit services and fees permitted to be performed by the independent auditor under the Securities Exchange Act of 1934 and regulations of the Securities and Exchange Commission adopted thereunder. The Chairman is required to report any such pre-approval to the Audit Committee at the next Audit Committee meeting. The Audit Committee has pre-approved certain specific services up to specified fee limits, with a requirement that any such pre-approved service to be provided for a fee amount to exceed the

specified limit must be re-submitted to the Audit Committee for pre-approval. All non-audit services described above were pre-approved by the Audit Committee.

PROPOSALS OF STOCKHOLDERS

     Any proposals of stockholders intended to be included in the proxy statement for the 2008 Annual Meeting of Stockholders of GFFC should be sent to GFFC by certified mail and must be received by GFFC by May 30, 2008. In addition, if a stockholder intends to present a proposal at the 2008 Annual Meeting without including the proposal in the proxy materials related to that meeting, and if the proposal is not received by August 13, 2008, then the proxies designated by the Board of Directors of GFFC for the 2008 Annual Meeting of Stockholders of the Company may vote, as directed by a majority of the Board of Directors, on any such proposal any shares for which they have been appointed proxies without mention of such matter in the proxy statement or on the proxy card for such meeting.

     Management knows of no other business that may be brought before the Annual Meeting. It is the intention of the persons named in the enclosed Proxy to vote such Proxy in accordance with the direction of a majority of the Board of Directors on any other matters that may be brought before the Annual Meeting.

COMMUNICATIONS WITH DIRECTORS AND
DIRECTOR ATTENDANCE AT MEETINGS

     The Board of Directors expects all directors to make every effort to attend meetings of the stockholders of GFFC. All directors attended the 2006 annual meeting .

     All written communications addressed to an individual director at the address of GFFC or one of the offices of a subsidiary of GFFC will be forwarded directly to the director. All written communications addressed to the Board of Directors at the address of GFFC or one of the offices of a subsidiary of GFFC will be presented to the full Board of Directors at a meeting of the Board of Directors.

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