0001144204-13-069548 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2013 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

AGREEMENT, dated this 1st day of January, 2014, 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 Donald P. Hileman (the “Executive”). First Defiance and First Federal are referred to jointly herein as the “Companies.”

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CONSULTING AGREEMENT
Consulting Agreement • December 30th, 2013 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

This Consulting Agreement is made and entered into as of the 1st day of January, 2014 (the “Effective Date”), 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 “Consultant”). First Defiance and First Federal are referred to jointly herein as the “Companies.”

FIRST DEFIANCE FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 30th, 2013 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an Award consisting of Shares of Restricted Stock in the Company, 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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