0001144204-17-011550 Sample Contracts

FIRST DEFIANCE FINANCIAL CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2017 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the "Company") hereby grants the undersigned Participant a Restricted Stock Unit Award (the "Award"), subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the "Plan") and this Restricted Stock Unit Award Agreement (this "Award Agreement").

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 28th, 2017 • First Defiance Financial Corp • Savings institution, federally chartered

THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 23, 2016 (the “Merger Agreement”), by and between FIRST DEFIANCE FINANCIAL CORP., an Ohio corporation (“First Defiance”), and COMMERCIAL BANCSHARES, INC., an Ohio corporation (“Commercial Bancshares”), is made and entered into by First Defiance and Commercial Bancshares to be effective as of October 31, 2016. Capitalized terms used, but not defined, in this Amendment which are defined in the Merger Agreement will have the meanings given to them in the Merger Agreement.

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