8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2008

FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation) 0-26850
(Commission File No.) 34-1803915
(IRS Employer I.D. No.)

601 Clinton Street, Defiance, Ohio         43512
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (419) 782-5015

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

              (d)              On April 22, 2008, following the First Defiance Financial Corp. (“First Defiance”) Annual Meeting of Shareholders, the First Defiance Board of Directors held an organizational meeting at which it increased the number of Board seats to twelve and elected Barbara A. Mitzel to fill the newly-created vacancy on the Board. A copy of the press release issued by First Defiance regarding this election is attached hereto as Exhibit 99.2.

                                  Ms.  Mitzel was a director of Pavilion Bancorp, Inc. (“Pavilion”), which was acquired by First Defiance on March 14, 2008. Pursuant to the Agreement and Plan of Merger between First Defiance and Pavilion dated October 2, 2007, First Defiance agreed to select one individual from the Board of Directors of Pavilion to serve on First Defiance’s Board.

                                   Ms.  Mitzel will serve until the 2011 annual meeting of shareholders. Ms. Mitzel has been appointed to the Long Range Planning Committee of the First Defiance Board of Directors.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

                                  On April 22, 2008, First Defiance Financial Corp. held its Annual Meeting of Shareholders. A copy of the slideshow used at the Annual Meeting and a copy of the press release issued regarding the voting results of the Annual Meeting are attached hereto as Exhibits 99.1 and 99.2, respectively.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

          (d) Exhibits.

Exhibit Number	Description
99.1	Annual Meeting of Shareholders Presentation,dated April 22, 2008.	Included herewith.
99.2	Press release dated April 28, 2008.	Included herewith.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

First Defiance Financial Corp.


By:  /s/ John C. Wahl
       ————————————————————
       John C. Wahl
       Chief Financial Officer

Date: April 28, 2008

3

EX-99.1

Annual Meeting of
Shareholders

April 22, 2008

Safe Harbor and Regulation FD
Statement

Statements contained in this presentation which are
not historical facts are forward-looking statements as
defined in the Private Securities Litigation Act of
1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual
results to differ materially from estimated results.
Such risks and uncertainties are detailed in the
company’s filings with the Securities and Exchange
Commission.

First Defiance Financial Corp.
Company Profile

Our unwavering focus for over 90 years:

Community Financial Services

Consolidated Assets of $1.89 billion at 3/31/08

First Federal Bank of the Midwest:

36 banking centers in 15 counties; 45 ATM locations

Wealth Management and Trust Services

First Insurance & Investments

Specialize in Property & Casualty, Group Health

Acquired Huber, Harger, Welt & Smith Insurance
Agency in February 2007

Why First Defiance is Strong,
Stable and Growing

A Community Banking Model that is
tested and proven

Values:

Customer First

Trusted Advisors

Local decision-making

Increasing the value of our company

Why First Defiance is Strong,
Stable and Growing

A Look Back: ’02 Leader Mortgage Sale

The Plan: Effective Utilization of Capital, Managing
for the Long-Term

The Results:

36 offices in 15 counties

2.2x Assets

576 Employees

New Markets

Shareholder Value

Largest Community Bank in region

Positioned for continued growth

Why First Defiance is Strong,
Stable and Growing

Recognizing and Capitalizing on Opportunities:

Acquisitions

De novo branching

Targeted products and services:

Remote Deposit—136 customers

CDARS—Nationally ranked

Commercial and Non-Residential Real Estate
Loans at  $1.1 billion

In 2007:

Opened new office on
Coldwater Road in Fort
Wayne

Acquired HHWS
Insurance Agency

Announced Pavilion
Bancorp Acquisition

Why First Defiance is Strong,
Stable and Growing

14% growth in non-interest bearing
deposits

$50.2 million growth in commercial loans

Steady mortgage volume despite economy

New Operations Center

Why First Defiance is
Strong, Stable and Growing

First Federal Bank’s New Market

Financial Highlights
(in millions, except per share amounts)

0.97%

0.95%

1.04%

0.90%

Core Return on assets

9.08%

9.15%

10.03%

8.48%

Core Return on equity

$0.50

$0.54

$2.18

$1.94

Core Net Income per share

$3.61

$3.91

$15.60

$13.90

Core Net Income

$11.98

$13.59

$49.02

$48.66

Net Interest Income

2007

2008

2006

2007

Quarter Ended
March 31

Year Ended
December 31

Core earnings reflects net income less after-tax impact of acquisition related
charges in 2008

Commercial

Loans

$50.2 million in commercial loan
growth= 21.5% in ‘07

Strong small business environment
not tied to subprime

Able to make loans up to $25.6
million; general internal limit is $10
million

Credit Quality

Tim Harris, EVP, Eastern Market
President of First Federal Bank meets
with customer Taylor Gedert, Owner of
Gedert’s Greenhouse in Maumee, Ohio.

Portfolio by Loan Type

Commercial & Commercial Real
Estate Loan Balances(in $000s)

CAGR = 28.4%

(excluding acquisitions)

Net Charge-Offs
(as a percent of average loans)

Asset Quality Measures

Allowance to Non-Performings

Credit Quality Factors

We know our customers: in-market lending

Solid underwriting standards

Credit Administration infrastructure active
throughout the loan process

Asset Review Committee assures on-going
monitoring

Mortgage
Banking

Jennifer Moenter discusses her home building
project with Cindy Metzger, branch manager of
First Federal Bank in Delphos.

$65.8 million in mortgage
originations

517 mortgages in 1^st quarter
2008, a 55% increase from
2007

Never involved in sub-prime
lending

Leading originator in region

Local servicing

Mortgage Loans Originated

Mortgage Loans Serviced

Deposits

In 2007:

Over 20,000new
retail deposit accounts
opened

1,606 new commercial
deposit customers
joined First Federal

Remote deposit scanner for
businesses.

March 2008 Deposit Account  Mix   (excludes brokered and national CDs)

Non-Interest Bearing Deposits  (In 000s)

CAGR = 12.9%

(excluding acquisitions)

First Insurance
& Investments

Expanded market

Strong growth in group
health and life insurance

Innovation required to
grow in soft property and
casualty market

Headquartered in Defiance

In 1998, acquired a property & casualty agency; in

1999, acquired an agency with strong group health

and commercial lines; in 2007, acquired Bowling

Green Ohio based property & casualty agency

Growth strategy

Increase sales opportunities

Cross-sell services between First Federal and First

Insurance customers

Strategic acquisitions within First Federal footprint

Commission income growth to $5.3 million in 2007 from $3.3
million in 2002.

Health and Life revenue continues to grow at > 10% rate

Effective management of relationships with Insurance
Companies and good fortune with claims experience has
resulted in significant improvements in “contingent” income

$155,032 in 2004

$355,925 in 2005

$539,241 in 2006

$814,618 in 2007

$784,116 in 2008

Financial
Results

Net Interest Margin increased by 24 basis points
in 2008 first quarter over 2007 fourth quarter

Core EPS up 6% over 2007 first quarter

Pavilion acquisition completed on March 14, 2008
and had only modest impact on 2008 first quarter

Net Income – GAAP

Net Income – Core Earnings
(excludes one time charges related to settlement of contingent liability in
2004 and acquisition related charges in  2005 and 2008)

Net Interest Income
(Tax Equivalent, Continuing Operations Dollars in thousands)

Non-Interest Income
(in $000s, excludes securities gains)

Efficiency Ratio

Pavilion Bancorp. Acquisition

Purchase price of $28 million in cash and 1,039,000 shares of
First Defiance stock

Value of $55.2 million using October 2, 2007 stock price. Using
March 14 stock price, value is $48.2 million

Increased assets by $285 million, net; loans by $231 million and
deposits by $209 million

Recorded goodwill and intangibles of $27 million, which reduced
our tangible book value per share to $15.45 from $17.79 at
December 31, 2007

Estimated annual accretion per share of $.07 to $.10 per share,
excluding one-time acquisition costs

Acquisition cost estimate lowered to $2.0 million from original
estimate of $3.5 million

Capital Management Initiatives

Bank Debt

Increased Bank Debt by $20 million to fund Pavilion acquisition

Trust Preferred Securities

Issued $15 million on 3/30/2007 fixed for 5 years at 6.441%, 90-day
LIBOR + 150 bps after that. Issued $20 million on 10/28/05 at 90-
day LIBOR + 138 bps

Cash Dividends

Quarterly dividend of $.26, 5.9% yield based on 4/18/08 closing
price

Stock Repurchases

639,000 share repurchase authorized in 2003; 96,000 shares still to
be acquired. Not actively buying shares because of capital needs

Historical Total Return

Stock Performance

Industry Bias

Mortgage concerns

Fear

Geographic Bias

Market Concern

Buying Opportunity with Dividend Yield

Growth. Strength. Stability.

2008 Focus:

Integrate new offices

Good to Great Initiative

Enhance Trusted Advisor services

Private Banking

Deposit Growth Strategies

Wealth Management Services

Growth. Strength. Stability.

A Clear Vision for the Future

Based on our Core Values

Outstanding Team in Place

Well Prepared and Well Positioned

Thank You

EX-99.2

	NEWS RELEASE
	Contact:	William J. Small
		Chairman, President and CEO
		(419) 782-5015
		bsmall@first-fed.com