EXHIBIT 20
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                                  COMBANC, INC.
                             230 East Second Street
                               Delphos, Ohio 45833
                                 (419) 692-8408
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                    Notice of Special Meeting of Shareholders
                      To Be Held on _______________, 200__

        A special meeting of shareholders of ComBanc, Inc. will be held on
_______________, 200__ at __:__ __.m., Eastern Time, at the Fraternal Order of
Eagles, 1600 E. 5th Street, Delphos, Ohio. The special meeting will be held for
the purpose of considering and voting upon the following matters:

        1.      To approve and adopt the Agreement and Plan of Merger, dated as
                of August 4, 2004, by and among First Defiance Financial Corp.,
                First Federal Bank of the Midwest, ComBanc, Inc. and The
                Commercial Bank, which provides for the merger of ComBanc into
                First Defiance, the merger of Commercial Bank into First
                Federal, and the exchange of each outstanding share of ComBanc,
                no par value per share, into the right to receive either: (1)
                $17.20 in cash, (2) a number of shares of First Defiance common
                stock equal to $17.20 divided by the average of the closing
                price of a First Defiance share during the five trading days
                ending one trading day before the merger, or (3) $8.60 in cash
                and the number of shares of First Defiance stock equal to $8.60
                divided by the average closing price of a First Defiance share
                for the five consecutive trading days ending one trading day
                prior to the effective time of the merger. Elections will be
                limited by the requirement that one-half of all of the
                outstanding ComBanc shares be exchanged for cash, therefore, you
                may not receive the form of payment that you request; and

        2.      To transact such other business that may properly come before
                the special meeting, including, if necessary, the adjournment of
                the special meeting to allow for additional solicitation of
                shareholder votes to obtain the required vote to approve and
                adopt the merger agreement.

        The board of directors of ComBanc has established _______________, 2004,
as the record date. Only record holders of ComBanc common shares as of the close
of business on that date will be entitled to receive notice of and vote at the
special meeting.

        A joint prospectus/proxy statement and proxy card for the special
meeting are enclosed.

        You vote is important. Even if you plan to attend the special meeting,
please complete, sign and return the proxy card in the enclosed postage-paid
envelope as soon as possible.

        The ComBanc board of directors recommends that you vote FOR the approval
and adoption of the Agreement and Plan of Merger.

                                     By Order of the Board of Directors,



                                     Paul G. Wreede, President and CEO
_______________, 2004