DEFIANCE, Ohio, Jan. 19 /PRNewswire-FirstCall/ -- First Defiance Financial Corp. (Nasdaq: FDEF) today announced that net income for the fiscal year ended December 31, 2008 totaled $7.4 million, or $0.91 per diluted common share compared to $13.9 million or $1.94 per diluted common share for the year ended December 31, 2007. The 2008 results included $1.1 million 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. Excluding the after-tax impact of those charges, First Defiance had earnings of $8.1 million, or $1.00 per diluted common share for the year ended December 31, 2008. For the fourth quarter ended December 31, 2008, First Defiance earned $880,000 or $.09 per diluted common share compared to $3.6 million, or $0.50 per diluted common share for the fourth quarter of 2007.

"The year of 2008 was an uphill battle and the hill definitely got steeper in the fourth quarter," said William J. Small, Chairman, President and CEO of First Defiance. "The unprecedented economic and financial issues are reflected in these results. Credit quality continues to be very challenging as layoffs and business closings increase. In addition, impairment charges in the investment portfolio and to mortgage serving rights are negatively impacting many banks. However, even in this environment, we were profitable in 2008 and continue to have confidence in our core operation, our community bank focus and our strong capital levels."

Credit Quality

The 2008 fourth quarter results include expense for provision for loan losses of $3.8 million, compared with just $603,000 in the same period in 2007.

Non-performing loans totaled $34.3 million at December 31, 2008, an increase from $25.5 million at September 30, 2008. The December 31, 2008 balance included $28 million of loans that are 90 days past due and another $6.3 million of loans considered non-performing because of changes in terms granted to borrowers but which are still accruing interest. In addition, First Defiance had $7 million of Real Estate Owned at December 31, 2008. For the 2008 fourth quarter, First Defiance recorded charge-offs of $2.7 million, which represented .67% of average loans outstanding (annualized).

"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 $3.8 million, due primarily to the deterioration of a number of large credits in our commercial portfolio. Our underwriting standards are sound but we now have situations where established customers are struggling to make their payments. At the same time real estate values have declined and some collateral-dependent loans no longer have enough collateral value to support the outstanding balance, resulting in additional write downs. We are proactively working to identify all potential problems and mitigate our losses as much as possible."

Mortgage Servicing Impairment Impacts Results

Results for the fourth quarter of 2008 were significantly impacted by a $2.7 million impairment of Mortgage Servicing Rights (MSRs) compared with a $38,000 impairment charge in the fourth quarter of 2007. At December 31, 2008, First Defiance serviced $1.1 billion in loans for others. The MSRs for those loans had a fair value of $6.6 million or 0.60% of the outstanding balance serviced at December 31, 2008. Total impairment reserves, which are available for recapture in the future, totaled $2.8 million at December 31, 2008.

Margin Improved by 20 Basis Points

"Despite the continued decline in overall market rates our net interest margin was strong at 3.72% for the quarter," said Mr. Small. "This was a 20 basis point improvement over last year's fourth quarter, although a decline of 9 basis points from the third quarter of 2008 level of 3.81%."

Net interest margin improvement was driven by a 134 basis point decline in interest-bearing liabilities to 2.56% in the 2008 fourth quarter compared to 3.90% for the same period in 2007. That decline more than offset a 103 basis point drop in yields on interest-earning assets. The Pavilion acquisition and substantial growth in non-interest bearing liabilities contributed to the improvement. At December 31, 2008, non-interest bearing deposits were 12.0% of total deposits, compared to 10.0% at December 31, 2007.

"Despite the improvement over last year's fourth quarter, we are seeing pressure on our net interest margin," noted Mr. Small. "Both our yield on earnings assets and our average loan rates are down 18 basis points from this year's third quarter, while deposit costs are only down 9 basis points. As a result, the overall margin slipped from 3.81% to 3.72% from the third quarter to the fourth quarter. With the historic cut in the Fed Funds rate last month, I think we'll continue to experience downward pressure on our margin going into 2009."

Investment Portfolio

The $599,000 Other-Than-Temporary Impairment (OTTI) charge recognized by First Defiance in the fourth quarter related to three Trust Preferred Collateralized Debt Obligations (CDOs) investments with an original cost of $2.0 million which have been written down to a value of $419,000. The company recorded an OTTI charge of $489,000 on one CDO investment that had an original cost of $1.0 million and recorded an additional OTTI charge of $110,000 on two equity notes of Trust Preferred CDOs in the 2008 fourth quarter. At December 31, 2008, the value of those equity note CDOs, which had a total original cost of $1.0 million, had been written down to $50,000.

First Defiance has other Trust Preferred CDO investments with a total cost of $7.6 million and market values of $3.5 million at December 31, 2008. The decline in value of those investments is primarily due to the overall lack of liquidity in the CDO market although the 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.

The fourth quarter results were also impacted by a $577,000 write down of the cash value on a portion of the investments within the Bank-Owned-Life-Insurance (BOLI) portfolio. The total investment in BOLI at 2008 year end was $28.7 million.

Non-Interest Income

Total non interest income declined to $2.8 million in the fourth quarter of 2008 from $5.3 million in the fourth quarter of 2007. Service fees increased 26% or $722,000 in the fourth quarter of 2008 over the same period in 2007. Mortgage banking income declined $1.5 million compared to the fourth quarter of 2007 driven by a $2.7 million impairment charge on MSRs partially offset by an increase of $989,000 in gain on sale of mortgage loans. Loss on securities was $596,000 in the fourth quarter of 2008.

Non-Interest Expenses Year over Year Rise Due to Acquisition

Total non-interest expense increased to $13.6 million for the quarter ended December 31, 2008 compared to $12.2 million in the fourth quarter of 2007 and $15.2 million for the third quarter of 2008. Year over year increases across the board are generally attributable to the Pavilion acquisition, which closed late in the 2008 first quarter. The efficiency ratio for the 2008 fourth quarter was 69.25% compared to 67.63% in the fourth quarter of 2007.

Annual Results

Earnings for 2008 were $7.4 million, a decline of $6.5 million or 47% from 2007. Net interest income for 2008 totaled $62.2 million, a $13.5 million or 28% increase over 2007. Average interest-earning assets increased to $1.7 billion for 2008 compared to $1.4 billion in 2007. Net interest margin for 2008 was 3.80%, up 25 basis points from the 3.55% margin for the year ended December 31, 2007. The provision for loan losses for 2008 was $12.6 million, compared to $2.3 million in 2007.

Non-interest income for the 12-month period ended December 31, 2008 was $19.1 million compared to $22.1 million during the same period of 2007. The 2008 results include securities losses of $3.2 million recognized year-to-date for OTTI charges recognized for impaired investment securities. Service fees and other charges were $13.3 million for the year compared to $10.8 million for 2007, an increase of 23%. Mortgage banking income decreased by $622,000 due to impairment charges of $2.7 million in 2008 and insurance commission income increased by $218,000 to $5.5 million in 2008.

Non-interest expense increased to $57.8 million for the full year of 2008 from $48.1 million in 2007. Excluding one-time acquisition-related charges of $1.1 million, most of this increase relates to ongoing costs of operating the eight branches acquired in the Pavilion acquisition. In addition, FDIC insurance expense has increased by $947,000 due to changes in the assessment rates and full utilization of credits issued by the FDIC in the 2008 first quarter. Non-interest expense for 2008 also includes $727,000 of expense associated with losses related to a former investment advisor, which were recorded in the 2008 second quarter following the denial of coverage under the Company's fidelity bond.

Total Assets at $1.96 Billion

Total assets at December 31, 2008 were $1.96 billion, compared to $1.61 billion at December 31, 2007. Net loans receivable (excluding loans held for sale) were $1.59 billion at December 31, 2008 compared to $1.28 billion at December 31, 2007. Total deposits at December 31, 2008 were $1.47 billion compared to $1.22 billion at December 31, 2007. Non-interest bearing deposits at December 31, 2008 were $176.1 million compared to $121.6 million at December 31, 2007. Total stockholders' equity was $229 million at December 31, 2008 compared to $166 million at the end of 2007, with the increase attributable to the 1,036,861 shares of First Defiance issued in the Pavilion acquisition. Also at December 31, 2008, goodwill and other intangible assets totaled $64.9 million compared to $40.4 million at December 31, 2007. The balance sheet changes are primarily attributable to the Pavilion acquisition.

Capital

First Defiance elected in the fourth quarter to receive $37 million of equity capital by issuing to the U.S. Department of Treasury 37,000 shares of Fixed Rate Cumulative Perpetual Preferred Series A Stock.

"First Defiance has proven that it is well positioned to continue its role as a leader in banking throughout our market area. We've been a leading lender to growing businesses in our region and we're looking forward to utilizing this capital to further expand our business and support the communities we serve," said Small.

The Series A stock has a liquidation preference of $1,000 per share. The U.S. Treasury was also issued a 10-year warrant to purchase up to 550,595 shares of First Defiance Common Stock at an exercise price of $10.08 per share.

Impact of Recent Developments

"It would be nice to think all of the challenges we faced in 2008 are behind us as we move into 2009, but we all know there are many challenges ahead," said Mr. Small. "2008 saw the continued decline in the housing market with additional foreclosures, bank failures, and unprecedented government intervention. But, even in this extremely difficult setting, I believe there is great opportunity for community banks like ours. We remain well capitalized with a proven operating strategy and as we move forward we will pursue opportunities to continue to grow even in this economic environment."

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. (EST) on Tuesday, January 20, 2009 to discuss the earnings results and business trends. The conference call may be accessed by calling 800-860-2442.

Internet access to the call is also available (in listen-only mode) at the following Web address: http://www.talkpoint.com/viewer/starthere.asp?Pres=123058 .

The audio replay of the conference call Webcast will be available at www.fdef.com until Tuesday, February 3, 2009. To receive a copy of the transcript, please call First Defiance Investor Relations at 419-782-5015.

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 36 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.

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 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, 2007. 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.





    Consolidated Balance Sheets
    First Defiance Financial Corp.               (Unaudited)

                                                  December 31,    December 31,
    (in thousands)                                    2008            2007

    Assets
    Cash and cash equivalents
         Cash and amounts due from
          depository institutions                  $40,980           $53,976
         Interest-bearing deposits                   5,172            11,577
                                                    46,152            65,553
    Securities
         Available-for sale, carried at
          fair value                               117,575           112,370
         Held-to-maturity, carried at
          amortized cost                               886             1,117
                                                   118,461           113,487

    Loans                                        1,617,235         1,289,696
    Allowance for loan losses                      (24,592)          (13,890)
    Loans, net                                   1,592,643         1,275,806
    Loans held for sale                             10,960             5,751
    Mortgage servicing rights                        6,611             5,973
    Accrued interest receivable                      7,293             6,755
    Federal Home Loan Bank stock                    21,376            18,586
    Bank Owned Life Insurance                       28,747            28,423
    Office properties and equipment                 47,756            40,545
    Real estate and other assets held for
     sale                                            7,000             2,460
    Goodwill                                        56,585            36,820
    Core deposit and other intangibles               8,344             3,551
    Other assets                                     5,249             5,694
         Total Assets                           $1,957,177        $1,609,404

    Liabilities and Stockholders' Equity
    Non-interest-bearing deposits                 $176,063          $121,563
    Interest-bearing deposits                    1,293,849         1,096,295
          Total deposits                         1,469,912         1,217,858
    Advances from Federal Home Loan Bank           156,067           139,536
    Notes payable and other interest-
     bearing liabilities                            49,454            30,055
    Subordinated debentures                         36,083            36,083
    Advance payments by borrowers for tax
     and insurance                                     652               762
    Deferred taxes                                   2,811             1,306
    Other liabilities                               13,039            17,850
          Total liabilities                      1,728,018         1,443,450
    Stockholders' Equity
          Preferred stock- including
           warrants and amortization of
           discount on preferred shares             37,011                 -
          Common stock, net                            127               117
          Additional paid-in-capital               140,449           112,651
          Stock acquired by ESOP                         -              (202)
          Accumulated other comprehensive
           loss                                     (1,904)             (415)
          Retained earnings                        126,114           126,630
          Treasury stock, at cost                  (72,638)          (72,827)
          Total stockholders' equity               229,159           165,954
          Total liabilities and
           stockholders' equity                 $1,957,177        $1,609,404




    Consolidated Statements of Income (Unaudited)
    First Defiance Financial Corp.
                                              Three Months      Twelve Months
                                                 Ended              Ended
                                              December 31,       December 31,
    (in thousands, except per share
     amounts)                                 2008     2007     2008     2007
    Interest Income:
         Loans                             $24,301  $22,984  $96,522  $90,866
         Investment securities               1,375    1,447    5,756    5,735
         Interest-bearing deposits               4      438      123      924
         FHLB stock dividends                  265      328    1,062    1,226
    Total interest income                   25,945   25,197  103,463   98,751
    Interest Expense:
         Deposits                            7,503   10,227   31,354   40,356
         FHLB advances and other             1,572    1,636    6,375    6,889
         Subordinated debentures               462      596    1,907    2,115
         Notes Payable                         415      210    1,632      729
    Total interest expense                   9,952   12,669   41,268   50,089
    Net interest income                     15,993   12,528   62,195   48,662
    Provision for loan losses                3,824      603   12,585    2,306
    Net interest income after provision
     for loan losses                        12,169   11,925   49,610   46,356
    Non-interest Income:
         Service fees and other charges      3,512    2,790   13,268   10,788
         Mortgage banking income              (636)     833    2,990    3,612
         Gain on sale of non-mortgage
          loans                                  3       22      180      226
         Gain/(Loss) on securities            (596)       -   (3,160)      21
         Insurance and investment sales
          commissions                        1,115    1,034    5,496    5,278
         Trust income                          104       95      448      375
         Income from Bank Owned Life
          Insurance                           (428)     446      323    1,375
         Other non-interest income            (310)      48     (476)     455
    Total Non-interest Income                2,764    5,268   19,069   22,130
    Non-interest Expense:
         Compensation and benefits           6,408    5,897   28,829   25,245
         Occupancy                           1,922    1,776    7,484    6,100
         State franchise tax                   411      506    1,951    1,579
         Acquisition related charges            85        -    1,117        -
         Data processing                     1,274      986    4,658    3,824
         Amortization of intangibles           424      165    1,459      646
         Other non-interest expense          3,047    2,831   12,296   10,719
    Total Non-interest Expense              13,571   12,161   57,794   48,113
    Income before income taxes               1,362    5,032   10,885   20,373
    Income taxes                               482    1,474    3,528    6,469
    Net Income                                $880   $3,558   $7,357  $13,904

    Dividends Declared on Preferred Shares   $(145)    $-      $(145)    $-

    Net Income Applicable to Common Shares    $735   $3,558   $7,212  $13,904

    Earnings per common share:
        Basic                                $0.09    $0.51    $0.91    $1.96
        Diluted                              $0.09    $0.50    $0.91    $1.94

    Core operating earnings per common
     share*:
         Basic                               $0.10    $0.51    $1.00    $1.96
         Diluted                             $0.10    $0.50    $1.00    $1.94

    Average Shares Outstanding:
         Basic                               8,117    7,037    7,911    7,085
         Diluted                             8,117    7,108    7,911    7,178

    * - See Non-GAAP Disclosure Reconciliations



    Financial Summary and Comparison
    First Defiance Financial Corp.

                                 (Unaudited)
                                 Three Months             Twelve Months
                                    Ended                     Ended
                                 December 31,              December 31,
    (dollars in thousands,
    except per share data)   2008   2007  % change     2008    2007  % change

    Summary of Operations

    Tax-equivalent
     interest income (1)   26,188  25,383     3.2    104,360   99,477    4.9
    Interest expense        9,952  12,669   (21.4)    41,268   50,089  (17.6)
    Tax-equivalent net
     interest income (1)   16,236  12,714    27.7     63,092   49,388   27.7
    Provision for loan
     losses                 3,824     603   534.2     12,585    2,306  445.8
    Tax-equivalent NII
     after provision for
     loan loss (1)         12,412  12,111     2.5     50,507   47,082    7.3
    Securities losses        (596)      -      NM     (3,160)      21     NM
    Non-interest
     income-excluding
     securities losses      3,360     5,268 (36.2)    22,229   22,109    0.5
    Non-interest expense   13,571    12,161  11.6     57,794   48,113   20.1
    Non-interest
     expense-excluding
     non-core charges      13,486    12,161  10.9     56,677   48,113   17.8
    One time acquisition
     related charges           85         -    NM      1,117        -     NM
    Income taxes              482     1,474 (67.3)     3,528    6,469  (45.5)
    Net Income                880     3,558 (75.3)     7,357   13,904  (47.1)
    Core operating
     earnings (2)             935     3,558 (73.7)     8,083   13,904  (41.9)
    Tax equivalent
     adjustment (1)           243       186  30.6        897      726   23.6

    At Period End
    Assets              1,957,177 1,609,404  21.6
    Earning assets      1,773,204 1,439,097  23.2
    Loans               1,617,235 1,289,696  25.4
    Allowance for loan
     losses                24,592    13,890  77.0
    Deposits            1,469,912 1,217,858  20.7
    Stockholders'
     equity               229,159   165,954  38.1

    Average Balances
    Assets              1,938,461 1,589,264  22.0  1,852,345 1,544,369  19.9
    Earning assets      1,730,284 1,432,061  20.8  1,655,725 1,391,140  19.0
    Deposits and
     interest-bearing
     liabilities        1,718,315 1,404,065  22.4  1,638,426 1,361,920  20.3
    Loans               1,591,144 1,265,307  25.8  1,511,877 1,241,817  21.7
    Deposits            1,466,366 1,212,486  20.9  1,390,815 1,169,160  19.0
    Stockholders'
     equity               201,499   165,762  21.6    190,872   164,058  16.3
    Stockholders'
     equity / assets       10.39%     10.43% (0.3)     10.30%    10.62% (3.0)

    Per Common Share Data
    Net Income
      Basic                $0.09      $0.51 (82.4)     $0.91     $1.96 (53.6)
      Diluted               0.09       0.50 (82.0)      0.91      1.94 (53.1)
    Core operating
     earnings (2)
      Basic                $0.10      $0.51 (80.8)     $1.00     $1.96 (48.9)
      Diluted               0.10       0.50 (80.6)      1.00      1.94 (48.2)
    Dividends               0.17       0.26 (34.6)      0.95      1.01  (5.9)
    Market Value:
      High                $14.50     $26.93 (46.2)    $22.51    $30.25 (25.6)
      Low                   6.00      20.58 (70.8)      6.00     20.58 (70.8)
      Close                 7.73      22.02 (64.9)      7.73     22.02 (64.9)
    Book Value             28.23      23.51  20.1      28.23     23.51  20.1
    Tangible Book
     Value                 20.23      17.79  13.7      20.23     17.79  13.7
    Shares
     outstanding,
     end of period
     (000)                 8,117      7,059  15.0      8,117     7,059  15.0

    Performance Ratios
     (annualized)
    Tax-equivalent
     net interest
     margin (1)            3.72%      3.52%   5.6      3.80%     3.55%   7.2
    Return on
     average
     assets -GAAP          0.18%      0.89% (79.7)     0.40%     0.90% (55.9)
    Return on
     average
     assets -Core
     Operating             0.19%      0.89% (78.4)     0.44%     0.90% (51.5)
    Return on
     average
     equity- GAAP          1.74%      8.52% (79.6)     3.85%     8.48% (54.5)
    Return on
     average
     equity- Core
     Operating            1.85%       8.52% (78.3)     4.23%     8.48% (50.1)
    Efficiency
     ratio (3)
     -GAAP               69.25%      67.63%   2.4     67.74%    67.29%   0.7
    Efficiency
     ratio (3)-
     Core
     Operating           68.82%      67.63%   1.8     66.43%    67.29%  (1.3)
    Effective tax
     rate                35.39%      29.29%  20.8     32.41%    31.75%   2.1
    Dividend payout
     ratio (basic)      188.89%      50.98%    NM    104.40%    51.53% 102.6



    (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



    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.

                                              Three Months      Twelve Months
                                                 Ended              Ended
    Core Operating Earnings                   December 31,       December 31,
    (dollars in thousands, except per
     share data)                             2008     2007     2008      2007

    Net Income                               $880   $3,558   $7,357   $13,904

      Acquisition related charges              85        -    1,117       -
      Tax effect                              (30)       -     (391)        -
    After-tax non-operating items              55        -      726         -
    Core operating earnings                  $935   $3,558   $8,083   $13,904

    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      Twelve Months
                                                 Ended              Ended
                                              December 31,       December 31,
    (dollars in thousands)                   2008     2007     2008      2007

    Gain from sale of mortgage loans       $1,587     $598   $4,395    $2,590
    Mortgage loan servicing revenue
     (expense):
      Mortgage loan servicing revenue         698      440    2,537     1,706
      Amortization of mortgage servicing
       rights                                (258)    (167)  (1,266)     (648)
      Mortgage servicing rights valuation
       adjustments                         (2,663)     (38)  (2,676)      (36)
                                           (2,223)     235   (1,405)    1,022
    Total revenue from sale and servicing
     of mortgage loans                      $(636)    $833   $2,990    $3,612



    Yield Analysis
    First Defiance Financial Corp.

                                 Three Months Ended December 31,

                              2008                          2007

                    Average  Interest  Yield    Average  Interest  Yield
                    Balance     (1)    Rate(2)  Balance     (1)    Rate(2)
    Interest
     -earning
     assets:
      Loans
       receivable  $1,591,144 $24,329   6.08%  $1,265,307 $22,997    7.21%
      Securities      115,165   1,590   5.20%     112,910   1,620    5.68%
      Interest
      Bearing
       Deposits         2,599       4   0.61%      35,259     438    4.93%
      FHLB stock       21,376     265   4.93%      18,585     328    7.00%
      Total
       interest-
       earning
       assets       1,730,284  26,188   6.00%   1,432,061  25,383    7.03%
     Non-interest-
      earning
      assets          208,177                     157,203

    Total assets   $1,938,461                  $1,589,264
    Deposits and
     Interest-
     bearing
     liabilities:
      Interest
       bearing
       deposits    $1,293,560  $7,503   2.31%  $1,098,408 $10,227    3.69%
      FHLB
       advances
       and other      155,954   1,572   4.01%     128,677   1,636    5.04%
      Other
       Borrowings      59,760     415   2.76%      26,605     210    3.13%
      Subordinated
       debentures      36,235     462   5.07%      36,297     596    6.51%
      Total
       interest-
       bearing
       liabilities  1,545,509   9,952   2.56%   1,289,987  12,669    3.90%
      Non-interest
       bearing
       deposits       172,806       -      -      114,078       -      -
    Total
     including
     non-interest-
     bearing demand
     deposits       1,718,315   9,952   2.30%   1,404,065  12,669    3.58%
    Other non-
     interest-
     bearing
     liabilities       18,647                      19,437
    Total
     liabilities    1,736,962                   1,423,502
      Stockholders'
       equity         201,499                     165,762
    Total
     liabilities
     and
     stockholders'
     equity        $1,938,461                  $1,589,264
    Net interest
     income;
     interest
     rate spread              $16,236   3.44%             $12,714    3.13%
    Net interest
     margin (3)                         3.72%                        3.52%
    Average
     interest-
     earning assets
     to average
     interest
     bearing
     liabilities                         112%                         111%



                               Twelve Months Ended December 31,

                               2008                        2007

                    Average  Interest  Yield    Average  Interest  Yield
                    Balance     (1)    Rate(2)  Balance     (1)    Rate(2)
    Interest-
     earning
     assets:
      Loans
       receivable  $1,511,877 $96,627   6.39%  $1,241,817 $90,913    7.32%
      Securities      117,972   6,548   5.43%     112,577   6,414    5.68%
      Interest
       Bearing
       Deposits         5,383     123   2.28%      18,161     924    5.09%
      FHLB stock       20,493   1,062   5.18%      18,585   1,226    6.60%
      Total interest-
       earning
       assets       1,655,725 104,360   6.30%   1,391,140  99,477    7.15%
      Non-interest-
       earning
       assets         196,620                     153,229
    Total assets   $1,852,345                  $1,544,369
    Deposits and
     Interest-
     bearing
     liabilities:
      Interest
       bearing
       deposits    $1,231,363 $31,354   2.55%  $1,064,960 $40,356    3.79%
      FHLB advances
       and other      160,407   6,375   3.97%     136,484   6,889    5.05%
      Other
       Borrowings      50,962   1,632   3.20%      23,841     729    3.06%
      Subordinated
       debentures      36,242   1,907   5.26%      32,435   2,115    6.52%
      Total
       interest-
       bearing
       liabilities  1,478,974  41,268   2.79%   1,257,720  50,089    3.98%
      Non-interest
       bearing
       deposits       159,452       -      -      104,200       -       -
    Total including
     non-interest-
     bearing demand
     deposits       1,638,426  41,268   2.52%   1,361,920  50,089    3.68%
    Other non-
     interest-
     bearing
     liabilities       23,047                      18,391
    Total
     liabilities    1,661,473                   1,380,311
     Stockholders'
      equity          190,872                     164,058
    Total
     liabilities and
     stockholders'
     equity        $1,852,345                  $1,544,369
    Net interest
     income;
     interest rate
     spread                   $63,092   3.51%             $49,388    3.17%
    Net interest
     margin (3)                         3.80%                        3.55%
    Average
     interest-
     earning assets
     to average
     interest
     bearing
     liabilities                         112%                         111%


    (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.



    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per
     share data)                       4th Qtr 2008  3rd Qtr 2008 2nd Qtr 2008
    Summary of Operations
    Tax-equivalent interest income (1)      $26,188      $26,876      $26,453
    Interest expense                          9,952       10,277        9,991
    Tax-equivalent net interest income (1)   16,236       16,599       16,462
    Provision for loan losses                 3,824        4,907        2,797
    Tax-equivalent NII after provision for
     loan losses (1)                         12,412       11,692       13,665
    Investment securities gains (losses)       (596)      (2,051)        (432)
    Non-interest income (excluding
     securities gains/losses)                 3,360        6,191        6,582
    Non-interest expense                     13,571       15,233       15,515
    Acquisition and other one-time charges       85           20          262
    Income taxes                                482           44        1,349
    Net income                                  880          322        2,735
    Core operating earnings (2)                 935          335        2,905
    Tax equivalent adjustment (1)               243          233          216
    At Period End
    Total assets                         $1,957,177   $1,922,026   $1,928,925
    Earning assets                        1,773,204    1,741,438    1,736,238
    Loans                                 1,617,235    1,596,327    1,582,751
    Allowance for loan losses                24,592       23,445       20,578
    Deposits                              1,469,912    1,435,804    1,427,141
    Stockholders' equity                    229,159      189,676      194,280
    Stockholders' equity / assets             11.71%        9.87%       10.07%
    Goodwill                                 56,585       56,830       56,111
    Average Balances
    Total assets                         $1,938,461   $1,928,987   $1,898,165
    Earning assets                        1,730,284    1,727,343    1,689,398
    Deposits and interest-bearing
     liabilities                          1,718,315    1,712,212    1,678,026
    Loans                                 1,591,144    1,585,489    1,544,409
    Deposits                              1,466,366    1,437,273    1,423,266
    Stockholders' equity                    201,499      194,452      195,845
    Stockholders' equity / assets             10.39%       10.08%       10.32%
    Per Common Share Data
    Net Income:
     Basic                                    $0.09        $0.04        $0.34
     Diluted                                   0.09         0.04         0.34
    Core operating earnings (2)
     Basic                                     0.10         0.04         0.36
     Diluted                                   0.10         0.04         0.36
    Dividends                                  0.17         0.26         0.26
    Market Value:
     High                                    $14.50       $17.66       $20.00
     Low                                       6.00        10.00        15.90
     Close                                     7.73        11.01        16.01
    Book Value                                28.23        23.37        23.93
    Shares outstanding, end of period (in
     thousands)                               8,117        8,117        8,118
    Performance Ratios (annualized)
    Tax-equivalent net interest margin (1)     3.72%        3.81%        3.92%
    Return on average assets -GAAP             0.18%        0.07%        0.58%
    Return on average assets -Core
     Operating                                 0.19%        0.07%        0.62%
    Return on average equity - GAAP            1.74%        0.66%        5.62%
    Return on average equity - Core
     Operating                                 1.85%        0.69%        5.97%
    Efficiency ratio (3) -GAAP                69.25%       66.84%       67.33%
    Efficiency ratio (3) -Core Operating      68.82%       66.75%       66.19%
    Effective tax rate                        35.39%       12.02%       33.03%
    Dividend payout ratio (basic)            188.89%      650.00%       76.47%



    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per
     share data)                              1st Qtr 2008      4th Qtr 2007
    Summary of Operations
    Tax-equivalent interest income (1)             $24,843           $25,383
    Interest expense                                11,048            12,669
    Tax-equivalent net interest income (1)          13,795            12,714
    Provision for loan losses                        1,058               603
    Tax-equivalent NII after provision
     for loan losses (1)                            12,737            12,111
    Investment securities gains (losses)               (81)                -
    Non-interest income (excluding
     securities gains/losses)                        6,096             5,268
    Non-interest expense                            13,476            12,161
    Acquisition and other one-time charges             750                 -
    Income taxes                                     1,653             1,474
    Net income                                       3,419             3,558
    Core operating earnings (2)                      3,906             3,558
    Tax equivalent adjustment (1)                      204               186
    At Period End
    Total assets                                $1,886,047        $1,609,404
    Earning assets                               1,689,813         1,439,097
    Loans                                        1,535,354         1,289,696
    Allowance for loan losses                       18,556            13,890
    Deposits                                     1,413,701         1,217,858
    Stockholders' equity                           194,780           165,954
    Stockholders' equity / assets                   10.33%            10.31%
    Goodwill                                        57,315            36,820
    Average Balances
    Total assets                                $1,645,436        $1,589,264
    Earning assets                               1,475,882         1,432,061
    Deposits and interest-bearing liabilities    1,445,113         1,404,065
    Loans                                        1,326,468         1,265,307
    Deposits                                     1,236,354         1,212,486
    Stockholders' equity                           171,693           165,762
    Stockholders' equity / assets                   10.43%            10.43%
    Per Common Share Data
    Net Income:
     Basic                                           $0.48             $0.51
     Diluted                                          0.47              0.50
    Core operating earnings (2)
     Basic                                            0.54              0.51
     Diluted                                          0.54              0.50
    Dividends                                         0.26              0.26
    Market Value:
     High                                           $22.51            $26.93
     Low                                             17.30             20.58
     Close                                           18.35             22.02
    Book Value                                       24.01             23.51
    Shares outstanding, end of period (in
     thousands)                                      8,114             7,059
    Performance Ratios (annualized)
    Tax-equivalent net interest margin (1)            3.76%             3.52%
    Return on average assets - GAAP                   0.84%             0.89%
    Return on average assets - Core
     Operating                                        0.95%             0.89%
    Return on average equity - GAAP                   8.01%             8.52%
    Return on average equity - Core Operating         9.15%             8.52%
    Efficiency ratio (3) - GAAP                      67.75%            67.63%
    Efficiency ratio (3) - Core Operating            63.98%            67.63%
    Effective tax rate                               32.59%            29.29%
    Dividend payout ratio (basic)                    54.17%            50.98%


    (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.




    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per
     share data)                       4th Qtr 2008 3rd Qtr 2008 2nd Qtr 2008
    Loan Portfolio Composition
    One to four family residential real
     estate                                $251,807     $250,244     $251,887
    Construction                             72,938       75,822       83,279
    Commercial real estate                  755,740      746,676      731,472
    Commercial                              356,574      353,453      351,812
    Consumer finance                         41,012       41,964       41,251
    Home equity and improvement             161,106      158,992      153,715
    Total loans                           1,639,177    1,627,151    1,613,416
    Less:
       Loans in process                      20,892       29,794       29,585
       Deferred loan origination fees         1,050        1,030        1,080
      Allowance for loan losses              24,592       23,445       20,578
    Net Loans                            $1,592,643   $1,572,882   $1,562,173

    Allowance for loan loss activity
    Beginning allowance                     $23,445      $20,578      $18,556
    Provision for loan losses                 3,824        4,907        2,797
    Reserve from acquisitions                     -          121           38
       Credit loss charge-offs:
         One to four family residential
          real estate                           369          478          281
         Commercial real estate               1,480        1,495          319
         Commercial                             593                       220
         Consumer finance                       224           73           56
         Home equity and improvement             57          216           18
    Total charge-offs                         2,723        2,262          894
    Total recoveries                             46          101           81
    Net charge-offs (recoveries)              2,677        2,161          813
    Ending allowance                        $24,592      $23,445      $20,578

    Credit Quality
    Non-accrual loans                       $28,009      $24,630      $17,727
    Restructured loans, accruing              6,250          905            -
     Total non-performing loans (2)          34,259       25,535       17,727
    Real estate owned (REO)                   7,000        4,776        3,158
     Total non-performing assets (2)        $41,259      $30,311      $20,885
    Net charge-offs                           2,677        2,161          813

    Allowance for loan losses / loans          1.52%        1.47%        1.30%
    Allowance for loan losses / non-
     performing assets                        59.60%       77.35%       98.53%
    Allowance for loan losses / non-
     performing loans                         71.78%       91.82%      116.08%
    Non-performing assets / loans plus REO     2.54%        1.89%        1.32%
    Non-performing assets / total assets       2.11%        1.57%        1.08%
    Net charge-offs / average loans
     (annualized)                              0.67%        0.56%        0.21%

    Deposit Balances
    Non-interest-bearing demand deposits   $176,063     $158,139     $181,034
    Interest-bearing demand deposits and
     money market                           374,488      365,251      401,401
    Savings deposits                        132,145      145,019      146,697
    Retail time deposits less than
     $100,000                               578,244      557,643      514,209
    Retail time deposits greater than
     $100,000                               170,485      177,848      163,614
    National/Brokered time deposits          38,486       31,904       20,186
    Total deposits                       $1,469,911   $1,435,804   $1,427,141


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



    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per
     share data)                              1st Qtr 2008      4th Qtr 2007
    Loan Portfolio Composition
    One to four family residential real
     estate                                       $262,710          $229,588
    Construction                                    66,283            56,698
    Commercial real estate                         706,442           580,621
    Commercial                                     332,772           283,072
    Consumer finance                                41,209            37,743
    Home equity and improvement                    151,563           128,080
    Total loans                                  1,560,979         1,315,802
    Less:
       Loans in process                             24,581            25,074
       Deferred loan origination fees                1,044             1,032
      Allowance for loan losses                     18,556            13,890
    Net Loans                                   $1,516,798        $1,275,806

    Allowance for loan loss activity
    Beginning allowance                            $13,890           $13,427
    Provision for loan losses                        1,058               603
    Reserve from acquisitions                        4,099                 -
       Credit loss charge-offs:
         One to four family residential
          real estate                                   57                33
         Commercial real estate                        464               135
         Commercial                                      -                 7
         Consumer finance                               27                42
         Home equity and improvement                    72                30
    Total charge-offs                                  620               247
    Total recoveries                                   129               107
    Net charge-offs (recoveries)                       491               140
    Ending allowance                               $18,556           $13,890

    Credit Quality
    Non-accrual loans                              $13,497            $9,217
    Restructured loans, accruing                         -                 -
     Total non-performing loans (2)                 13,497             9,217
    Real estate owned (REO)                          3,448             2,460
     Total non-performing assets (2)               $16,945           $11,677
    Net charge-offs                                    491               140

    Allowance for loan losses / loans                1.21%             1.08%
    Allowance for loan losses / non-
     performing assets                             109.51%           118.95%
    Allowance for loan losses / non-
     performing loans                              137.48%           150.70%
    Non-performing assets / loans plus
     REO                                             1.10%             0.90%
    Non-performing assets / total assets             0.90%             0.73%
    Net charge-offs / average loans
     (annualized)                                    0.15%             0.04%

    Deposit Balances
    Non-interest-bearing demand deposits          $168,049          $121,563
    Interest-bearing demand deposits and
     money market                                  408,979           342,367
    Savings deposits                               144,184           105,873
    Retail time deposits less than
     $100,000                                      529,990           509,720
    Retail time deposits greater than
     $100,000                                      162,400           137,927
    National/Brokered time deposits                     99               408
    Total deposits                              $1,413,701        $1,217,858


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




    Loan Delinquency Information
    First Defiance Financial Corp.

                                                                     Troubled
                                                  30 to 89  90+ days   Debt
                                Total               days    past due Restruc-
    (dollars in thousands)     Balance   Current  past due    (1)     turing

    December 31, 2008
    One to four family
     residential real estate  $251,826   $242,566   $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             $1,639,196 $1,593,843  $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


    December 31, 2007
    One to four family
     residential real estate  $229,588   $226,264   $1,751   $1,573     $-
    Construction                56,698     56,432        -      266      -
    Commercial real estate     580,621    569,814    4,819    5,988      -
    Commercial                 283,072    281,805      592      675      -
    Consumer finance            37,743     37,448      276       19      -
    Home equity and
     improvement               128,080    125,969    1,415      696      -
    Total loans             $1,315,802 $1,297,732   $8,853   $9,217     $-


    (1) All loans 90+ days past due are non accrual

SOURCE First Defiance Financial Corp.