Exhibit 24
CONFIRMING STATEMENT


This Confirming Statement confirms that the undersigned, William R. Downing, has
authorized and designated Therese A. Liutkus to execute and file on the
undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto)
that the undersigned may be required to file with the United States Securities
and Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Central Federal Corporation, a Delaware
corporation (the "Corporation").  The authority of Ms. Liutkus under this
Statement shall continue until the undersigned is no longer required to file
Forms 3, 4, and 5 with regard to his ownership of or transactions in securities
of the Corporation, unless earlier revoked in writing.  The undersigned
acknowledges that Ms. Liutkus is not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

Date: May 17, 2007


							/s/ William R. Downing
							William R. Downing