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 20, 2009

FIRST DEFIANCE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

Section 2 – Financial Information.

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2009, First Defiance Financial Corp. (“FDEF”) issued a press release regarding its earnings for the quarter ended March 31, 2009.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99	Press Release dated April 20, 2009

2

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/ Donald P. Hileman
	Donald P. Hileman
	Chief Financial Officer

Date: April 20, 2009

3

EX-99

Exhibit 99

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

For Immediate Release

FIRST DEFIANCE ANNOUNCES 2009

FIRST QUARTER EARNINGS

• Net Income of $3.4 million or $.36 per common share for 2009 first quarter

• Provision for Loan Losses of $2.7 million reflects challenging credit environment

• Other-Than-Temporary Impairment of $672,000 recognized on certain investment securities

• Net Interest Income increased by $2.4 million or 18% over 2008 first quarter

• Net Interest Margin basically flat from 2008 fourth quarter

• Total Assets exceed $2 Billion

DEFIANCE, OHIO (April 20, 2009) – First Defiance Financial Corp. (NASDAQ: FDEF) today announced that net income for its first quarter ended March 31, 2009 totaled $3.41 million, or $0.36 per diluted share, compared to $3.42 million or $0.47 per diluted share for the quarter ended March 31, 2008. The 2008 results included $750,000 of acquisition related charges associated with the March 14, 2008 acquisition of Pavilion Bancorp of Adrian Michigan (“Pavilion”) and its subsidiary the Bank of Lenawee. The 2008 results also included 17 days of operations of the eight banking centers acquired in the Pavilion acquisition.

“We’re encouraged by the results of our 2009 first quarter, particularly the lower provision for loan losses in this very difficult credit environment,” said William J. Small, Chairman, President and Chief Executive Officer of First Defiance Financial Corp. “We also had very strong mortgage banking activity in the quarter, originating $160 million of residential mortgage loans, which contributed to our improved profitability from the fourth quarter of 2008.”

Credit Quality

The first quarter results include expense for provision for loan losses of $2.7 million, compared with $1.1 million in the same period in 2008 and $3.8 million in the fourth quarter of 2008.

1

Non-performing loans totaled $36.7 million at March 31, 2009, an increase from $34.3 million at December 31, 2008. The March 31, 2009 balance included $29.5 million of loans that are 90 days past due on that date and another $7.2 million of loans considered non-performing because of changes in terms granted to borrowers although the loans are still accruing interest. In addition, First Defiance had $7.8 million of Real Estate Owned at March 31, 2009. For the first quarter of 2009, First Defiance recorded net charge-offs of $1.6 million, which represented 0.41% of average loans outstanding (annualized) for the quarter.

“The economic challenges of the country and our market area continue to be reflected in our quarterly results,” said Mr. Small. “We recorded a provision for loan losses of $2.7 million, due primarily to the deterioration of a number of large credits in our commercial portfolio including increases in reserves on loans with existing reserves based on declining collateral values. We’ve historically taken great pride in our asset quality and our underwriting standards are sound. We are proactively working to identify all potential problems and mitigate our losses as much as possible.”

Investment Portfolio

The Other-Than-Temporary Impairment (OTTI) charge recognized by First Defiance in the first quarter of 2009 totaled $672,000. The OTTI charge related to seven Trust Preferred Collateralized Debt Obligations (CDOs) investments, including charges of $418,600 on three CDO investments which resulted in the total write-off of these investments that had an original cost of $2 million. The remaining (OTTI) charges of $253,400 were recorded on four CDOs with a remaining book value of $2.4 million.

First Defiance has other Trust Preferred CDO investments with a total cost of $5.0 million and market values of $1.5 million at March 31 2009. The decline in value of those investments is primarily due to the overall lack of liquidity in the CDO market. These investments continue to pay principal and interest payments in accordance with the contractual terms of the securities. Management has not deemed the impairment in value of these CDO investments to be Other-Than-Temporary and therefore has not recognized the reduction in value of those investments in earnings.

Net Interest Margin

Net interest income increased to $16 million for the first quarter of 2009, an 18.0% increase from the 2008 first quarter. Net interest margin was 3.71% for the 2009 first quarter compared to 3.72% in the fourth quarter of 2008 and declined 5 basis points from 3.76% in the first quarter of 2008. Yield on interest earning assets declined by 100 basis points, to 5.77% from 6.77% in the 2009 first quarter while the cost of interest-bearing liabilities and non-interest-bearing demand deposits decreased by 95 basis points, to 2.12% from 3.07%.

“We continue to react to the market environment and stress disciplined pricing,” commented Mr. Small. “While the overall margin was even with last quarter, I believe we will continue to encounter downward challenges in the current low rate environment.”

2

Non-Interest Income

First Defiance’s non-interest income for the 2009 first quarter increased to $6.8 million from $6.0 million in the first quarter of 2008. Most of the increase was in mortgage banking income, which increased to $2.7 million in the 2009 first quarter from $1.1 million in 2008. Gains from the sale of mortgage loans more than doubled in the first quarter of 2009 to $2.8 million from $1.1 million in the first quarter of 2008. Also, mortgage loan servicing revenue increased by $224,000 or 48.2% in the 2009 first quarter compared to 2008. The increases in gains and servicing revenue were partially offset by expense increases of $605,000 for the amortization of mortgage servicing rights.

The company had a positive valuation adjustment of $169,000 in the first quarter of 2009 compared with a write down of $142,000 in the first quarter of 2008. The MSR valuation adjustment is a reflection of the slight increase in the fair value of certain sectors of the Company’s portfolio of mortgage servicing rights. The interest rate environment that gives rise to increased mortgage origination activity also typically causes increases in MSR amortization and impairment, creating a natural hedge in the mortgage banking line of business.

“We are pleased with the mortgage banking activity, which was a reflection of the low interest rate environment in the first quarter,” continued Mr. Small. “Our residential lenders and processors more than doubled the volume handled in the first quarter of 2008.”

Income from the sale of insurance products decreased to $1.5 million for the 2009 first quarter, from $1.9 million in the same period of 2008. First Defiance’s insurance subsidiary, First Insurance and Investments, typically recognizes contingent revenues during the first quarter. These revenues are bonuses paid by insurance carriers when the Company achieves certain loss ratios or growth targets. In 2009, First Insurance earned $431,000 of contingent income, compared to $784,000 recorded during the first quarter of 2008.

Non-Interest Expenses

Total non-interest expense for First Defiance increased to $15.0 million for the quarter ended March 31, 2009, an increase of 11.3% from the $13.5 million of non-interest expense, which included $750,000 of acquisition related charges, recognized in the 2008 first quarter. Compensation and benefits increased by 3.4% compared to 2008 first quarter, which included only 17 days of operations of the Bank of Lenawee offices, and the 2009 first quarter. FDIC insurance expense increased to $567,000 in the first quarter of 2009 from $35,000 in the same period of 2008 as a result of the FDIC rate increases and the one-time assessment credits, which began in 2007, that offset all of the FDIC quarterly multiplier expense in the first quarter of 2008. Other non-interest expense increased to $3.0 million in the first quarter of 2009 from $2.2 million in the first quarter of 2008 primarily due to collection expenses.

3

Total Assets at $2.01 Billion

Total assets at March 31, 2009 were $2.01 billion, compared to $1.89 billion at March 31, 2008. Net loans receivable (excluding loans held for sale) were $1.56 billion at March 31, 2009 compared to $1.52 billion at March 31, 2008. Total Cash and Cash equivalents were $111.6 million at March 31, 2009 compared with $41.6 million at March 31, 2008, an increase of $70.0 million. Total deposits at March 31, 2009 were $1.54 billion compared to $1.41 billion at March 31, 2008, an increase of $126.5 million. Non-interest bearing deposits at March 31, 2009 were $163.9 million compared to $168.0 million at March 31, 2008. Total stockholders’ equity was $231 million at March 31, 2009 compared to $195 million at the March 31, 2008. Also at March 31, 2009, goodwill and other intangible assets totaled $64.5 million compared to $67.2 million at March 31, 2008.

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. (EDT) on Tuesday, April 21, 2009 to discuss the earnings results and business trends. The conference call may be accessed by calling 1-800-860-2442.

A live webcast may be accessed at http://www.talkpoint.com/viewer/starthere.asp?Pres=125984.

The audio replay of the Internet Web cast will be available at www.fdef.com until Thursday, April 30, 2009 at 9:00 a.m.

Annual Meeting of Shareholders

First Defiance Financial Corp. will host its Annual Meeting of Shareholders at 1:00 p.m. on Tuesday, April 21, 2009 at the First Federal Bank operations center at 25600 Elliott Road in Defiance. Following the meeting, the audio replay, slide presentation and transcript will be available at the Company’s Web site at www.fdef.com.

First Defiance Financial Corp.

First Defiance Financial Corp., headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance & Investments. First Federal operates 35 full service branches and 47 ATM locations in northwest Ohio, southeast Michigan and Fort Wayne, Indiana. First Insurance & Investments specializes in property and casualty and group health and life insurance, with offices in Defiance and Bowling Green, Ohio.

For more information, visit the company’s Web site at www.fdef.com.

Financial Statements and Highlights Follow-

Safe Harbor Statement

This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Act of 1934, as amended, which are intended to be safe harbors created thereby. Those statements may include, but are not limited to, all statements regarding

4

intent, beliefs, expectations, projections, forecasts and plans of First Defiance Financial Corp. and its management, and specifically include statements regarding: changes in economic conditions, the nature, extent and timing of governmental actions and reforms, future movements of interest rates, the production levels of mortgage loan generation, the ability to continue to grow loans and deposits, the ability to benefit from a changing interest rate environment, the ability to sustain credit quality ratios at current or improved levels, the ability to sell OREO properties, continued strength in the market area for First Federal Bank of the Midwest, and the ability of the Company to grow in existing and adjacent markets. These forward-looking statements involve numerous risks and uncertainties, including those inherent in general and local banking, insurance and mortgage conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions and other risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission (SEC) filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. One or more of these factors have affected or could in the future affect the Company’s business and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurances that the forward-looking statements included in this news release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other persons, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this news release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.

5

Consolidated Balance Sheets
First Defiance Financial Corp.
(in thousands)	(Unaudited) March 31, 2009			December 31, 2008			(Unaudited) March 31, 2008
Assets
Cash and cash equivalents
Cash and amounts due from depository institutions	$	27,523		$	40,980		$	40,030
Interest-bearing deposits		84,050			5,172			1,548
		111,573			46,152			41,578
Securities
Available-for sale, carried at fair value		122,633			117,575			123,566
Held-to-maturity, carried at amortized cost		853			886			1,081
		123,486			118,461			124,647
Loans		1,585,897			1,617,235			1,535,354
Allowance for loan losses		(25,694	)		(24,592	)		(18,556	)
Loans, net		1,560,203			1,592,643			1,516,798
Loans held for sale		23,588			10,960			7,400
Mortgage servicing rights		6,957			6,611			9,074
Accrued interest receivable		8,004			7,293			8,636
Federal Home Loan Bank stock		21,376			21,376			20,864
Bank Owned Life Insurance		28,806			28,747			28,696
Office properties and equipment		47,360			47,756			50,070
Real estate and other assets held for sale		7,839			7,000			3,448
Goodwill		56,585			56,585			57,315
Core deposit and other intangibles		7,953			8,344			9,915
Deferred taxes		910			336			—
Other assets		6,022			5,136			7,606
Total Assets	$	2,010,662		$	1,957,400		$	1,886,047
Liabilities and Stockholders’ Equity
Non-interest-bearing deposits	$	163,855		$	176,063		$	168,049
Interest-bearing deposits		1,376,380			1,293,849			1,245,652
Total deposits		1,540,235			1,469,912			1,413,701
Advances from Federal Home Loan Bank		146,957			156,067			163,966
Notes payable and other interest-bearing liabilities		38,884			49,454			51,361
Subordinated debentures		36,083			36,083			36,083
Advance payments by borrowers for tax and insurance		474			652			594
Deferred taxes		—			—			5,654
Other liabilities		17,421			16,073			19,908
Total liabilities		1,780,054			1,728,241			1,691,267
Stockholders’ Equity
Preferred stock- including warrants and amortization of discount on preferred shares		37,000			37,000			—
Preferred stock discount		(828	)		(867	)		—
Common stock, net		127			127			127
Common stock warrant		878			878			—
Additional paid-in-capital		140,510			140,449			140,176
Accumulated other comprehensive loss		(2,084	)		(1,904	)		(746	)
Retained earnings		127,643			126,114			127,923
Treasury stock, at cost		(72,638	)		(72,638	)		(72,700	)
Total stockholders’ equity		230,608			229,159			194,780
Total liabilities and stockholders’ equity	$	2,010,662		$	1,957,400		$	1,886,047

6

Consolidated Statements of Income (Unaudited)
First Defiance Financial Corp.
	Three Months Ended March 31,
(in thousands, except per share amounts)	2009			2008
Interest Income:
Loans	$	23,377		$	22,812
Investment securities		1,492			1,485
Interest-bearing deposits		14			99
FHLB stock dividends		239			243
Total interest income		25,122			24,639
Interest Expense:
Deposits		7,183			8,670
FHLB advances and other		1,319			1,655
Subordinated debentures		426			529
Notes Payable		157			194
Total interest expense		9,085			11,048
Net interest income		16,037			13,591
Provision for loan losses		2,746			1,058
Net interest income after provision for loan losses		13,291			12,533
Non-interest Income:
Service fees and other charges		3,086			2,623
Mortgage banking income		2,714			1,114
Gain on sale of non-mortgage loans		55			35
Loss on securities		(672	)		(81	)
Insurance and investment sales commissions		1,523			1,936
Trust income		102			111
Income from Bank Owned Life Insurance		59			273
Other non-interest income		(63	)		4
Total Non-interest Income		6,804			6,015
Non-interest Expense:
Compensation and benefits		7,365			7,124
Occupancy		2,117			1,669
FDIC insurance premium		567			35
State franchise tax		501			494
Acquisition related charges		—			750
Data processing		1,054			1,029
Amortization of intangibles		391			191
Other non-interest expense		3,001			2,184
Total Non-interest Expense		14,996			13,476
Income before income taxes		5,099			5,072
Income taxes		1,691			1,653
Net Income	$	3,408		$	3,419
Dividends Accrued on Preferred Shares		(463	)
Accretion on Preferred Shares		(38	)	$	—
Net Income Applicable to Common Shares	$	2,907		$	3,419
Earnings per common share:
Basic	$	0.36		$	0.48
Diluted	$	0.36		$	0.47
Core operating earnings per common share*:
Basic	$	0.36		$	0.54
Diluted	$	0.36		$	0.54
Average Shares Outstanding:
Basic		8,117			7,195
Diluted		8,117			7,241

* - See Non-GAAP Disclosure Reconciliations

7

Financial Summary and Comparison
First Defiance Financial Corp.
	(Unaudited)
	Three Months Ended March 31,
(dollars in thousands, except per share data)	2009			2008			% change
Summary of Operations
Tax-equivalent interest income (1)		25,379			24,843		2.2
Interest expense		9,085			11,048		(17.8	)
Tax-equivalent net interest income (1)		16,294			13,795		18.1
Provision for loan losses		2,746			1,058		159.5
Tax-equivalent NII after provision for loan loss (1)		13,548			12,737		6.4
Securities losses		(672	)		(81	)	NM
Non-interest income-excluding securities losses		7,476			6,096		22.6
Non-interest expense		14,996			13,476		11.3
Non-interest expense-excluding non-core charges		14,996			12,726		17.8
One time acquisition related charges		—			750		NM
Income taxes		1,691			1,653		2.3
Net Income		3,408			3,419		(0.3	)
Dividends Declared on Preferred Shares		(463	)		—		NM
Accretion on Preferred Shares		(38	)		—		NM
Net Income Applicable to Common Shares		2,907			3,419		(15.0	)
Core operating earnings (2)		3,408			3,906		(12.7	)
Tax equivalent adjustment (1)		257			204		26.0
At Period End
Assets		2,010,662			1,886,047		6.6
Earning assets		1,838,397			1,689,813		8.8
Loans		1,585,897			1,535,354		3.3
Allowance for loan losses		25,694			18,556		38.5
Deposits		1,540,235			1,413,701		9.0
Stockholders’ equity		230,608			194,780		18.4
Average Balances
Assets		1,984,985			1,645,436		20.6
Earning assets		1,782,019			1,475,882		20.7
Deposits and interest-bearing liabilities		1,736,933			1,445,113		20.2
Loans		1,596,592			1,326,468		20.4
Deposits		1,514,059			1,236,354		22.5
Stockholders’ equity		230,099			171,693		34.0
Stockholders’ equity / assets		11.59	%		10.43	%	11.1
Per Common Share Data
Net Income
Basic	$	0.36		$	0.48		(25.0	)
Diluted		0.36			0.47		(23.4	)
Core operating earnings (2)
Basic	$	0.36		$	0.54		(34.0	)
Diluted		0.36			0.54		(33.6	)
Dividends		0.17			0.26		(34.6	)
Market Value:
High	$	8.95		$	22.51		(60.2	)
Low		3.76			17.30		(78.3	)
Close		6.08			18.35		(66.9	)
Book Value		23.85			24.01		(0.7	)
Tangible Book Value		15.90			15.72		1.2
Shares outstanding, end of period (000)		8,117			8,114		0.0
Performance Ratios (annualized)
Tax-equivalent net interest margin (1)		3.71	%		3.76	%	(1.5	)
Return on average assets -GAAP		0.70	%		0.84	%	(16.9	)
Return on average assets -Core Operating		0.70	%		0.95	%	(26.5	)
Return on average equity- GAAP		6.02	%		8.01	%	(24.8	)
Return on average equity- Core Operating		6.02	%		9.15	%	(34.2	)
Efficiency ratio (3) -GAAP		63.09	%		67.75	%	(6.9	)
Efficiency ratio (3) -Core Operating		63.09	%		63.98	%	(1.4	)
Effective tax rate		33.16	%		32.59	%	1.8
Dividend payout ratio (basic)		47.22	%		54.17	%	NM

(1) Interest income on tax-exempt securities and loans has been adjusted to a tax-equivalent basis using the statutory federal income tax rate of 35%

(2) Core operating earnings = Net income plus after tax effect of acquisition related and other one-time charges. See Non-GAAP Disclosure Reconciliation.

(3) Efficiency ratio = Non-interest expense divided by sum of tax-equivalent net interest income plus non-interest income, excluding securities gains or losses, net and asset sales gains, net.

NM Percentage change not meaningful

8

Non-GAAP Disclosure Reconciliations

First Defiance Financial Corp.

Management believes that the presentation of the non-GAAP financial measures in this release assists investors when comparing results period-to-period in a more meaningful and consistent manner and provides a better measure of results for First Defiance’s ongoing operations.

Core operating earnings are net income adjusted to exclude discontinued operations, merger, integration and restructuring expenses and the results of certain significant transactions not representative of ongoing operations.

Core Operating Earnings	Three months ended March 31,
(dollars in thousands, except per share data)	2009		2008
Net Income	$	3,408	$	3,419
Acquisition related charges		—		750
Tax effect		—		(263	)
After-tax non-operating items		—		487
Core operating earnings	$	3,408	$	3,906

Acquisition related charges in 2008 reflect charges associated with the acquisition of Pavilion Bancorp.

Core operating earnings is used as the numerator to calculate core operating return on average assets, core operating return on average equity and core operating earnings per share. Additionally, non-operating items are deducted from non-interest expense in the numerator and non-interest income in the denominator of the core operating efficiency ratio disclosed in the tables. Comparable information on a GAAP basis is also provided in the tables.

Income from Mortgage Banking

Revenue from sales and servicing of mortgage loans consisted of the following:

	Three months ended March 31,
(dollars in thousands)	2009			2008
Gain from sale of mortgage loans	$	2,813		$	1,143
Mortgage loan servicing revenue (expense):
Mortgage loan servicing revenue		689			465
Amortization of mortgage servicing rights		(957	)		(352	)
Mortgage servicing rights valuation adjustments		169			(142	)
		(99	)		(29	)
Total revenue from sale and servicing of mortgage loans	$	2,714		$	1,114

9

Yield Analysis

First Defiance Financial Corp.

	Three Months Ended March 31,
	2009						2008
	Average Balance		Interest(1)		Yield Rate(2)		Average Balance		Interest(1)		Yield Rate(2)
Interest-earning assets:
Loans receivable	$	1,596,592	$	23,405	5.95	%	$	1,326,468	$	22,826	6.92	%
Securities		119,314		1,721	5.78	%		116,717		1,675	5.77	%
Interest Bearing Deposits		44,737		14	0.13	%		14,087		99	2.83	%
FHLB stock		21,376		239	4.53	%		18,610		243	5.25	%
Total interest-earning assets		1,782,019		25,379	5.77	%		1,475,882		24,843	6.77	%
Non-interest-earning assets		202,966						169,554
Total assets	$	1,984,985					$	1,645,436
Deposits and Interest-bearing liabilities:
Interest bearing deposits	$	1,348,178	$	7,183	2.16	%	$	1,111,711	$	8,670	3.14	%
FHLB advances and other		147,091		1,319	3.64	%		146,520		1,655	4.54	%
Other Borrowings		39,532		157	1.61	%		25,958		194	3.01	%
Subordinated debentures		36,251		426	4.77	%		36,281		529	5.86	%
Total interest-bearing liabilities		1,571,052		9,085	2.35	%		1,320,470		11,048	3.37	%
Non-interest bearing deposits		165,881		—	—			124,643		—	—
Total including non-interest-bearing demand deposits		1,736,933		9,085	2.12	%		1,445,113		11,048	3.07	%
Other non-interest-bearing liabilities		17,953						28,630
Total liabilities		1,754,886						1,473,743
Stockholders’ equity		230,099						171,693
Total liabilities and stockholders’ equity	$	1,984,985					$	1,645,436
Net interest income; interest rate spread			$	16,294	3.42	%			$	13,795	3.40	%
Net interest margin (3)					3.71	%					3.76	%
Average interest-earning assets to average interest bearing liabilities					113	%					112	%

(1) Interest on certain tax exempt loans and securities is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 35%.

(2) Annualized

(3) Net interest margin is net interest income divided by average interest-earning assets.

10

Selected Quarterly Information

First Defiance Financial Corp.

(dollars in thousands, except per share data)	1st Qtr 2009			4th Qtr 2008			3rd Qtr 2008			2nd Qtr 2008			1st Qtr 2008
Summary of Operations
Tax-equivalent interest income (1)	$	25,379		$	26,188		$	26,876		$	26,453		$	24,843
Interest expense		9,085			9,952			10,277			9,991			11,048
Tax-equivalent net interest income (1)		16,294			16,236			16,599			16,462			13,795
Provision for loan losses		2,746			3,824			4,907			2,797			1,058
Tax-equivalent NII after provision for loan losses (1)		13,548			12,412			11,692			13,665			12,737
Investment securities gains (losses)		(672	)		(596	)		(2,051	)		(432	)		(81	)
Non-interest income (excluding securities gains/losses)		7,476			3,360			6,191			6,582			6,096
Non-interest expense		14,996			13,571			15,233			15,515			13,476
Acquisition and other on-time charges		—			85			20			262			750
Income taxes		1,691			482			44			1,349			1,653
Net income		3,408			880			322			2,735			3,419
Dividends Declared on Preferred Shares		(463	)		(145	)		—			—			—
Net Income Applicable to Common Shares		2,907			735			322			2,735			3,419
Core operating earnings (2)		3,408			935			335			2,905			3,906
Tax equivalent adjustment (1)		257			243			233			216			204
At Period End
Total assets	$	2,010,662		$	1,957,400		$	1,922,026		$	1,928,925		$	1,886,047
Earning assets		1,838,397			1,773,204			1,741,438			1,736,238			1,689,813
Loans		1,585,897			1,617,235			1,596,327			1,582,751			1,535,354
Allowance for loan losses		25,694			24,592			23,445			20,578			18,556
Deposits		1,540,235			1,469,912			1,435,804			1,427,141			1,413,701
Stockholders’ equity		230,608			229,159			189,676			194,280			194,780
Stockholders’ equity / assets		11.47	%		11.71	%		9.87	%		10.07	%		10.33	%
Goodwill		56,585			56,585			56,830			56,111			57,315
Average Balances
Total assets	$	1,984,985		$	1,938,461		$	1,928,987		$	1,898,165		$	1,645,436
Earning assets		1,782,019			1,730,284			1,727,343			1,689,398			1,475,882
Deposits and interest-bearing liabilities		1,736,933			1,718,315			1,712,212			1,678,026			1,445,113
Loans		1,596,592			1,591,144			1,585,489			1,544,409			1,326,468
Deposits		1,514,059			1,466,366			1,437,273			1,423,266			1,236,354
Stockholders’ equity		230,099			201,499			194,452			195,845			171,693
Stockholders’ equity / assets		11.59	%		10.39	%		10.08	%		10.32	%		10.43	%
Per Common Share Data
Net Income:
Basic	$	0.36		$	0.09		$	0.04		$	0.34		$	0.48
Diluted		0.36			0.09			0.04			0.34			0.47
Core operating earnings (2)
Basic		0.36			0.10			0.04			0.36			0.54
Diluted		0.36			0.10			0.04			0.36			0.54
Dividends		0.17			0.17			0.26			0.26			0.26
Market Value:
High	$	8.95		$	14.50		$	17.66		$	20.00		$	22.51
Low		3.76			6.00			10.00			15.90			17.30
Close		6.08			7.73			11.01			16.01			18.35
Book Value		23.85			23.67			23.37			23.93			24.01
Shares outstanding, end of period (in thousands)		8,117			8,117			8,117			8,118			8,114
Performance Ratios (annualized)
Tax-equivalent net interest margin (1)		3.71	%		3.72	%		3.81	%		3.92	%		3.76	%
Return on average assets -GAAP		0.70	%		0.18	%		0.07	%		0.58	%		0.84	%
Return on average assets -Core Operating		0.70	%		0.19	%		0.07	%		0.62	%		0.95	%
Return on average equity- GAAP		6.02	%		1.74	%		0.66	%		5.62	%		8.01	%
Return on average equity- Core Operating		6.02	%		1.85	%		0.69	%		5.97	%		9.15	%
Efficiency ratio (3) -GAAP		63.09	%		69.25	%		66.84	%		67.33	%		67.75	%
Efficiency ratio (3) -Core Operating		63.09	%		68.82	%		66.75	%		66.19	%		63.98	%
Effective tax rate		33.16	%		35.39	%		12.02	%		33.03	%		32.59	%
Common dividend payout ratio (basic)		47.22	%		188.89	%		650.00	%		76.47	%		54.17	%

(1) Interest income on tax-exempt securities and loans has been adjusted to a tax-equivalent basis using the statutory federal income tax rate of 35%

(2) See Non-GAAP Disclosure Reconciliation

(3) Efficiency ratio = Non-interest expense divided by sum of tax-equivalent net interest income plus non-interest income, excluding securities gains, net and asset sales gains, net.

11

Selected Quarterly Information

First Defiance Financial Corp.

(dollars in thousands, except per share data)	1st Qtr 2009			4th Qtr 2008			3rd Qtr 2008			2nd Qtr 2008			1st Qtr 2008
Loan Portfolio Composition
One to four family residential real estate	$	241,119		$	251,807		$	250,244		$	251,887		$	262,710
Construction		50,534			72,938			75,822			83,279			66,283
Commercial real estate		764,841			755,740			746,676			731,472			706,442
Commercial		350,070			356,574			353,453			351,812			332,772
Consumer finance		38,676			41,012			41,964			41,251			41,209
Home equity and improvement		156,668			161,106			158,992			153,715			151,563
Total loans		1,601,908			1,639,177			1,627,151			1,613,416			1,560,979
Less:
Loans in process		14,954			20,892			29,794			29,585			24,581
Deferred loan origination fees		1,057			1,050			1,030			1,080			1,044
Allowance for loan loss		25,694			24,592			23,445			20,578			18,556
Net Loans	$	1,560,203		$	1,592,643		$	1,572,882		$	1,562,173		$	1,516,798
Allowance for loan loss activity
Beginning allowance		24,592		$	23,445		$	20,578		$	18,556		$	13,890
Provision for loan losses		2,746			3,824			4,907			2,797			1,058
Reserve from acquisitions		—			—			121			38			4,099
Credit loss charge-offs:
One to four family residential real estate		148			369			478			281			57
Commercial real estate		669			1,480			1,495			319			464
Commercial		702			593						220			—
Consumer finance		123			224			73			56			27
Home equity and improvement		130			57			216			18			72
Total charge-offs		1,772			2,723			2,262			894			620
Total recoveries		128			46			101			81			129
Net charge-offs (recoveries)		1,644			2,677			2,161			813			491
Ending allowance	$	25,694		$	24,592		$	23,445		$	20,578		$	18,556
Credit Quality
Non-accrual loans	$	29,473		$	28,017		$	24,630		$	17,727		$	13,497
Restructured loans, accruing		7,199			6,250			905			—			—
Total non-performing loans (1)		36,672			34,267			25,535			17,727			13,497
Real estate owned (REO)		7,839			7,000			4,776			3,158			3,448
Total non-performing assets (2)	$	44,511		$	41,267		$	30,311		$	20,885		$	16,945
Net charge-offs		1,644			2,677			2,161			813			491
Allowance for loan losses / loans		1.62	%		1.52	%		1.47	%		1.30	%		1.21	%
Allowance for loan losses / non-performing assets		57.73	%		59.59	%		77.35	%		98.53	%		109.51	%
Allowance for loan losses / non-performing loans		70.06	%		71.77	%		91.82	%		116.08	%		137.48	%
Non-performing assets / loans plus REO		2.79	%		2.54	%		1.89	%		1.32	%		1.10	%
Non-performing assets / total assets		2.21	%		2.11	%		1.57	%		1.08	%		0.90	%
Net charge-offs / average loans (annualized)		0.41	%		0.67	%		0.56	%		0.21	%		0.15	%
Deposit Balances
Non-interest-bearing demand deposits	$	163,855		$	176,063		$	158,139		$	181,034		$	168,049
Interest-bearing demand deposits and money market		413,104			374,488			365,251			401,401			408,979
Savings deposits		132,590			132,145			145,019			146,697			144,184
Retail time deposits less than $100,000		608,811			578,245			557,643			514,209			529,990
Retail time deposits greater than $100,000		171,588			170,485			177,848			163,614			162,400
National/Brokered time deposits		50,287			38,486			31,904			20,186			99
Total deposits	$	1,540,235		$	1,469,912		$	1,435,804		$	1,427,141		$	1,413,701

(1) Non-performing loans consist of non-accrual loans that are contractually past due 90 days or more and loans that are deemed impaired under the criteria of FASB Statement No. 114.

(2) Non-performing assets are non-performing loans plus real estate and other assets acquired by foreclosure or deed-in-lieu thereof.

12

Loan Delinquency Information

First Defiance Financial Corp.

(dollars in thousands)	Total Balance		Current		30 to 89 days past due		Non Accrual Loans		Troubled Debt Restructuring
March 31, 2009
One to four family residential real estate	$	241,119	$	230,751	$	4,201	$	6,167	$	1,333
Construction		50,534		50,112		297		125		—
Commercial real estate		764,841		733,251		13,140		18,450		4,474
Commercial		350,070		342,951		3,111		4,008		1,369
Consumer finance		38,676		38,318		301		57		—
Home equity and improvement		156,668		153,206		2,796		666		23
Total loans	$	1,601,908	$	1,548,589	$	23,846	$	29,473	$	7,199
December 31, 2008
One to four family residential real estate	$	251,807	$	242,547	$	4,676	$	4,584	$	1,101
Construction		72,938		72,814		52		72		—
Commercial real estate		755,740		730,355		5,406		19,979		2,205
Commercial		356,574		352,022		1,671		2,881		2,944
Consumer finance		41,012		40,428		515		69		—
Home equity and improvement		161,106		155,658		5,024		424		—
Total loans	$	1,639,177	$	1,593,824	$	17,344	$	28,009	$	6,250
September 30, 2008
One to four family residential real estate	$	250,244	$	240,791	$	4,053	$	5,400	$	902
Construction		75,822		74,232		101		1,489		—
Commercial real estate		746,676		726,013		6,914		13,749		—
Commercial		353,453		348,507		1,371		3,575		3
Consumer finance		41,964		41,341		473		150		—
Home equity and improvement		158,992		156,645		2,080		267		—
Total loans	$	1,627,151	$	1,587,529	$	14,992	$	24,630	$	905
March 31, 2008
One to four family residential real estate	$	262,710	$	254,567	$	4,576	$	3,567	$	—
Construction		66,283		64,803		1,186		294		—
Commercial real estate		706,442		686,835		11,709		7,898		—
Commercial		332,772		329,161		2,840		771		—
Consumer finance		41,209		40,745		412		52		—
Home equity and improvement		151,563		148,844		1,804		915		—
Total loans	$	1,560,979	$	1,524,955	$	22,527	$	13,497	$	—

13