0001193125-11-056205 Sample Contracts

FIRST DEFIANCE FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT (with TARP limitations)
Restricted Stock Award Agreement • March 4th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an award of Shares of Restricted Stock, subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).

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