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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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ý
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule 14a-12
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FIRST
DEFIANCE FINANCIAL CORP.
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement if other than the
Registrant)
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ý
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange
Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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(1)
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To
adopt amendments to the Company's Code of Regulations to permit
the
issuance of uncertificated shares;
and
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(2)
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To
transact such other business as may properly come before the
Special
Meeting or any adjournment thereof. Management is not aware
of any other
business.
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BY
ORDER OF THE BOARD OF DIRECTORS
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William
J. Small
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Chairman,
President and Chief Executive
Officer
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YOU
ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS
IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN.
EVEN IF YOU
PLAN TO BE PRESENT IN PERSON, WE URGE YOU TO COMPLETE, SIGN,
DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED
OR FOLLOW THE
INSTRUCTIONS ON THE PROXY CARD FOR VOTING BY TELEPHONE OR OVER
THE
INTERNET. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE EITHER
IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON
AT ANY TIME BEFORE IT IS
EXERCISED.
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Q.
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Why
are we having the Special
Meeting?
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A.
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The
purpose of the Special Meeting is to vote upon the adoption
of amendments
to the Company's Code of Regulations (the "Regulations") to
permit the
issuance of uncertificated shares.
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Q.
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Why
am I being asked to adopt the amendments to the
Regulations?
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A.
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The
NASDAQ Stock Market ("NASDAQ"), has adopted a rule, which becomes
effective January 1, 2008, requiring that all companies with
stock listed
on NASDAQ must be eligible to participate in a Direct Registration
System
("DRS"). To be eligible for DRS, we must be able to issue
shares that are uncertificated. Our Regulations currently
require that all shares
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of
the Company must be represented by a certificate, which prevents
us from
being eligible to participate in a DRS. To continue to list our
common shares on NASDAQ, our shareholders must approve amendments
to our
Regulations to permit the issuance of uncertificated
shares.
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Q.
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What
happens if the amendments to the Regulations are not
adopted?
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A.
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If
the amendments are not adopted, as of January 1, 2008, we will
not comply
with NASDAQ’s listing requirements and NASDAQ may take steps to delist
our
shares.
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Q.
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What
am I voting on?
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A.
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You
are voting only on the proposal, discussed in this Proxy Statement,
to
adopt amendments to our Regulations to permit the issuance
of
uncertificated shares.
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Q.
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Has
the Board approved the amendments to the
Regulations?
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A.
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Yes.
The Board of Directors approved the amendments to the Regulations
on
November 19, 2007.
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Q.
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How
does the Board recommend I
vote?
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A.
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The
Board of Directors recommends that you vote FOR the adoption
of the
amendments to the Regulations.
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Q.
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What
vote is required to adopt the
amendments?
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A.
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The
proposal to adopt amendments to our Regulations requires the
affirmative
vote of two-thirds of our outstanding common shares. To vote
shares you hold in "street name," you must follow your broker's
directions
to vote. This proposal is not a discretionary matter on which
your broker can vote without specific directions from you. A
"broker non-vote" occurs when a broker does not vote on a proposal
because
it has not received voting instructions from the beneficial
owner and does
not have discretionary authority to vote on that
proposal. Abstentions and non-votes have the same effect as a
vote against the amendments.
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Q.
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What
is a quorum for the
Special
Meeting?
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A.
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A
quorum to conduct business at
the Special Meeting is the presence, in person or by proxy,
of a majority
of the Company's outstanding shares. Broker non-votes and
abstentions are counted toward determining the presence of
a
quorum. However, as mentioned above, because the amendments
require the approval of two-thirds of our outstanding shares,
at least
two-thirds of our outstanding shares must be present at the
Special
Meeting.
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Q.
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Who
can attend and vote at the Special
Meeting?
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A.
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Only
holders of record of our common shares at the close of business
on
November 19, 2007, the record date for the Special Meeting
(the "Record
Date"), are entitled to receive notice of and to vote at the
Special
Meeting. As of the Record Date, there were 7,079,319
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common
shares of the Company outstanding and entitled to vote at the
Special
Meeting. Each outstanding common share on the Record Date is
entitled to
one vote on each matter properly brought before the Special
Meeting.
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Q.
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How
may I vote at the Special
Meeting?
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A.
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How
you vote at the Special Meeting depends on how your shares
are
registered.
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·
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If
your First Defiance shares are held in “street name”, you must
follow the voting instructions provided by the bank, broker
or other party
who is the record holder of your shares. If you intend to vote
in person at the Special meeting, you must obtain and present
at the
meeting a proxy, executed in your favor by your bank, broker
or other
holder of record.
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·
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If
you are the record owner of First Defiance shares, you may vote
using any of the following methods:
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Q.
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Can
I revoke or change my
proxy?
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A.
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Yes.
You may revoke your proxy at any time before it is exercised
by doing any
of the following:
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·
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Filing
a written notice of
revocation that is received by the Company's Secretary (John
W. Boesling,
Secretary, First Defiance Financial Corp., 601 Clinton Street,
Defiance,
Ohio 43512) prior to the commencement of voting at the Special
Meeting;
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·
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Submitting
a valid proxy bearing a
later date that is received by the Company prior to the commencement
of
voting at the Special Meeting;
or
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·
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Attending
the Special Meeting in
person and giving notice of revocation to the Secretary prior
to the
commencement of voting at the Special
Meeting.
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Q.
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How
will my shares be voted if I do not provide
directions?
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A.
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If
no direction is given and a proxy is validly executed, the
shares
represented by the proxy will be voted FOR the adoption of
the amendments
to the Regulations. The persons authorized under a proxy will
vote upon any other business that may properly come before
the Special
Meeting according to their best judgment to the same extent
as the person
delivering the proxy would be entitled to vote. However, we
do not expect
any other matters to be raised at the Special
Meeting.
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Q.
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Who
can help answer my
questions?
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A.
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If
you have any questions about how to submit your proxy, if you
need
additional copies of this Proxy Statement or the enclosed proxy
card, or
if you have any questions or require any assistance with voting
your
shares you may contact our proxy
specialists:
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The
Altman Group, Inc.
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Toll
Free: 866-406-2284
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If
you have any questions about the amendments to the Regulations,
you should
contact John C. Wahl, Chief Financial Officer, at First Defiance
Financial
Corp., 601 Clinton
Street,
Defiance, Ohio 43512 or by phone at (419)
782-5015.
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Common
Stock
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||||||
Name
of Beneficial Owner
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Shares
Owned
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Right
to Acquire
Beneficial
Ownership
Under
Options
Exercisable
Within
60 Days
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Percent
of
Class
(a)
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Phantom
Stock
Units
(b)
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First
Defiance Financial Corp.
Employee
Stock Ownership Plan
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550,446
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(c)
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−
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7.78
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%
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−
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Private
Capital Management
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675,711
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(d)
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−
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9.54
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% |
−
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Dimensional
Fund Advisors, Inc.
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518,122
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(e)
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−
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7.32
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% |
−
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John
L. Bookmyer
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1,047
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−
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−
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2,488
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Stephen
L. Boomer
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13,514
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(f)
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−
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−
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−
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Douglas
A. Burgei
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21,340
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(f)
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−
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−
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−
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Peter
A. Diehl
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7,202
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−
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−
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−
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John
U. Fauster III
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23,450
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(f)
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1,943
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−
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−
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Dwain
I. Metzger
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1,036
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−
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−
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−
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Gerald
W. Monnin
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40,778
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(f)
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−
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−
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−
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James
L. Rohrs
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30,965
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71,200
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1.43
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% |
−
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William
J. Small
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111,864
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(f)
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2,000
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1.61
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% |
−
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Samuel
S. Strausbaugh
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1,039
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−
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−
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378
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Thomas
A. Voigt
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13,290
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(f)
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1,943
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−
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−
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Gregory
R. Allen
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17,663
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24,900
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−
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−
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John
C. Wahl
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80,912
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(f)
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5,600
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1.22
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% |
−
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All
directors and executive
officers
as a group (16 persons)
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425,304
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175,537
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8.28
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%
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2,866
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(a)
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If
no percent is provided, the number of shares is less than 1%
of the total
outstanding common shares.
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(b)
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Represents
phantom shares denominated in common shares of the Company
under the First
Defiance Deferred Compensation
Plan.
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(c)
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Shares
owned by First Defiance Financial Corp. Employee Stock Ownership
Plan, 601
Clinton St., Defiance, OH ("ESOP") which have been allocated
to persons
listed in this table are also included in those persons' holdings:
Mr.
Rohrs – 4,081 shares, Mr. Small – 16,806 shares, Mr. Allen – 4,604 shares,
Mr. Wahl – 20,486 shares, and all directors and executive officers as
a
group – 45,977 shares..
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(d)
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Based
on Schedule 13G filed with the Securities and Exchange Commission
(the
"SEC") on February 14, 2007, Private Capital Management, 8889
Pelican Bay
Blvd. Suite 500, Naples, FL 34108 ("PCM") is an investment
advisor
registered under Section 203 of the Investment Advisors Act
of 1940. PCM
reported shared voting and investment power over 675,711 common
shares.
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(e)
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Based
on Schedule 13G filed with the SEC on February 1, 2007, Dimensional
Fund
Advisors LP., 1299 Ocean Avenue, Santa Monica, CA 90401 ("Dimensional"),
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, possesses both voting and investment
power over
518,122 common shares. All 518,122 shares reported are owned
by the
entities for which Dimensional serves as investment advisor,
and
Dimensional disclaims beneficial ownership of such
securities.
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(f)
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Includes
common shares in which beneficial owners share voting and/or
investment
power as follows: 10,125 held jointly by Mr. Boomer and his
spouse; 5,264
shares held jointly by Dr. Burgei and his spouse; 1,000 shares
held by Dr.
Fauster's spouse; 40,778 held in Mr. Monnin's trusts for which
he is a
trustee; 276 shares and 53,240 shares which Mr. Small owns
jointly with
his children and spouse respectively; 1,330 shares held by
Mr. Voigt's
spouse; and 20,000 shares, 2,000 shares and 438 shares held
by Mr. Wahl's
spouse, jointly by Mr. Wahl and his spouse and held in custodial
accounts
for minor children for which Mr. Wahl's is
custodian.
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BY
ORDER OF THE BOARD OF DIRECTORS
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William
J. Small, Chairman, President and
Chief
Executive Officer
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ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
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REVOCABLE
PROXY
FIRST
DEFIANCE FINANCIAL CORP.
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For
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Against
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Abstain
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THIS
PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF FIRST DEFIANCE FINANCIAL
CORP.
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1. Adopt
Amendments to the Company’s
Code of Regulations to permit the issuance of uncertificated
shares.
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o
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o
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o
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SPECIAL MEETING
OF SHAREHOLDERS
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December
31, 2007
1:00
p.m. local time
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2. In
their discretion, the
proxies are authorized to vote upon such other business as may
properly
come before the meeting.
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The
undersigned hereby appoints
the Board of Directors of First Defiance Financial Corp. (the
“Company”)
as proxies, each with power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated below, all
the shares
of Common Stock of the Company held of record by the undersigned
on
November 19, 2007 at the Special Meeting of Shareholders to be
held at the
home office of its subsidiary, First Federal Bank, located at
601 Clinton
Street, Defiance, Ohio 43512, on Monday, December 31, 2007, at
1:00 p.m.,
Eastern Time, and any adjournment thereof.
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The
Board of Directors
recommends a vote “FOR”
Proposal
1.
THIS
PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY’S COMMON STOCK WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL
BE VOTED
“FOR”
THE
ADOPTION OF THE AMENDMENTS TO THE CODE OF REGULATIONS SPECIFIED
IN
PROPOSAL 1 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS
PROXY AT
ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL
MEETING.
PLEASE
SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title. If
a
corporation or partnership, write in the full corporate or partnership
name and have the President or other authorized officer sign. If
shares
are held jointly, each holder should sign, but only one signature is
required.
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Please
be sure to sign and date
this Proxy in the box below |
Date | ||
Shareholder
sign above
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Co-holder
(if any) sign
above)
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PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY CARD
TODAY
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1.
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Call
toll free 1-888-216-1302 on a Touch-Tone Phone and follow
the instructions on the reverse side. There is NO CHARGE
to you for this call.
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2.
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Via
the Internet at https://www.proxyvotenow.com/def and
follow the instructions.
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3.
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Mark,
sign and date your proxy card and return it promptly in the enclosed
envelope.
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The
Board of Directors recommends a vote “FOR” Proposal
1.
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Please
mark as
indicated
in this
example
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ý
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For
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Against
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Abstain
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||||
1. Adopt
amendments to the regulations to permit the issuance of uncertificated
shares.
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o
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o
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o
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2.
In their discretion, the proxies are authorized to vote upon
such other
business as may properly come before the Special Meeting or any
adjournments thereof
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THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY’S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS
PROXY WILL BE VOTED “FOR” THE ADOPTION OF THE AMENDMENTS TO THE CODE OF
REGULATIONS AS SPECIFIED IN PROPOSAL 1, AND OTHERWISE AT THE
DISCRETION OF
THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME
IT IS VOTED AT THE SPECIAL MEETING.
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||||||
Mark
here if you plan to attend the meeting
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o
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|||||
Mark
here for address change and note change
|
o
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|||||
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||||||
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||||||
Please
be sure to date and sign
this
instruction card in the box below.
|
Date
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|||||
Sign
above
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PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing
as an attorney, executor, administrator, trustee or guardian,
please give
full title. If a corporation or partnership, write in the full
corporate
or partnership name and have the President or other authorized
officer
sign. If shares are held jointly, each holder should sign, but
only one
signature is required.
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*** IF
YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR
INTERNET,
PLEASE READ THE INSTRUCTIONS
BELOW ***
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Vote
by Telephone
Call
Toll-Free on a Touch-Tone Phone anytime prior to
3
a.m., December 31, 2007.
1-888-216-1302
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Vote
by Internet
anytime
prior to
3
a.m., December 31, 2007 go to
https://www.proxyvotenow.com/def
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ON-LINE
PROXY MATERIALS :
|
Access
at
https://www.proxyvotenow.com/def
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Your
vote is important!
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