0001193125-09-055267 Sample Contracts

STOCK OPTION AWARD AGREEMENT PURSUANT TO THE FIRST DEFIANCE FINANCIAL CORP. (Incentive Stock Option)
Stock Option Award Agreement • March 16th, 2009 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

WHEREAS, pursuant to the provisions of the First Defiance Financial Corp. 2005 Stock Option and Incentive Plan (the “Plan”), the Stock Option Committee (the “Committee”) has determined that an option to acquire common shares of the Company, $0.01 par value per share (the “Common Shares”), should be granted to the Optionee upon the terms and conditions set forth in this Agreement;

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • First Defiance Financial Corp • Savings institution, federally chartered

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of the 5th day of December, 2008, by and among First Defiance Financial Corp. (“First Defiance”) an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock savings bank, both of which are located in Defiance, Ohio, and William J. Small (the “Executive”). First Defiance and First Federal are referred to jointly herein as the “Companies.”

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