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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         First Defiance Financial Corp.
             (Exact name of registrant as specified in its Charter)

               Ohio                                       34-1803915
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

           601 Clinton Street
              Defiance, Ohio                               43512
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                         First Defiance Financial Corp.
                      2005 Stock Option and Incentive Plan
                      ------------------------------------
                            (Full title of the plan)

                           William J. Small, President
                         First Defiance Financial Corp.
                               601 Clinton Street
                              Defiance, Ohio 43512
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (419) 782-5015
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

   Title of                   Proposed maximum   Proposed maximum     Amount of
securities to   Amount to be   offering price   Aggregate offering  registration
be registered    Registered       per share            price             fee
--------------------------------------------------------------------------------
Common Shares,    351,000            $*            $10,407,150*       $1,224.92
$.01 par value



* The offering price of the 351,000 shares, which have been reserved for the
future grant of options, has been determined for the purposes of calculating the
registration fee pursuant to 17 C.F.R. ss.230.457(h) to be $29.65 per share as
of July 27, 2005.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not filed as part of this Registration Statement pursuant to Note to
         Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this Registration Statement pursuant to Note to
         Part 1 of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed with the Securities and Exchange Commission (the
Commission) on March 16, 2005, and all other documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (Exchange Act) since December 31, 2004, are hereby
incorporated by reference.

         The description of the Registrant's common stock contained in
Registrant's Registration Statement on Form S-1 (File No. 33-93354), filed with
the Commission on June 9, 1995, is hereby incorporated by reference.

         All documents which may be filed with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.

ITEM 4.  Description of Securities.
         -------------------------

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         None.

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         A. Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

(E)      (1)      A corporation may indemnify or agree to indemnify any person
                  who was or is a party, or is threatened to be made a party, to
                  any threatened, pending, or completed action, suit, or
                  proceeding, whether civil, criminal, administrative, or
                  investigative, other than an action by or in the right of the


                                      -2-
<PAGE>

                  corporation, by reason of the fact that he is or was a
                  director, officer, employee, or agent of the corporation, or
                  is or was serving at the request of the corporation as a
                  director, trustee, officer, employee, member, manager, or
                  agent of another corporation, domestic or foreign, nonprofit
                  or for profit, a limited liability company, or a partnership,
                  joint venture, trust, or other enterprise, against expenses,
                  including attorney's fees, judgments, fines, and amounts paid
                  in settlement actually and reasonably incurred by him in
                  connection with such action, suit, or proceeding, if he acted
                  in good faith and in a manner he reasonably believed to be in
                  or not opposed to the best interests of the corporation, and,
                  with respect to any criminal action or proceeding, if he had
                  no reasonable cause to believe his conduct was unlawful. The
                  termination of any action, suit, or proceeding by judgment,
                  order, settlement, or conviction, or upon a plea of nolo
                  contendere or its equivalent, shall not, of itself, create a
                  presumption that the person did not act in good faith and in a
                  manner he reasonably believed to be in or not opposed to the
                  best interests of the corporation, and, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         (2)      A corporation may indemnify or agree to indemnify any person
                  who was or is a party, or is threatened to be made a party, to
                  any threatened, pending, or completed action or suit by or in
                  the right of the corporation to procure a judgment in its
                  favor, by reason of the fact that he is or was a director,
                  officer, employee, or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  trustee, officer, employee, member, manager, or agent of
                  another corporation, domestic or foreign, nonprofit or for
                  profit, a limited liability company, or a partnership, joint
                  venture, trust, or other enterprise, against expenses,
                  including attorney's fees, actually and reasonably incurred by
                  him in connection with the defense or settlement of such
                  action or suit, if he acted in good faith and in a manner he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, except that no indemnification
                  shall be made in respect of any of the following:

                  (a)      Any claim, issue, or matter as to which such person
                           is adjudged to be liable for negligence or misconduct
                           in the performance of his duty to the corporation
                           unless, and only to the extent that, the court of
                           common pleas or the court in which such action or
                           suit was brought determines, upon application, that,
                           despite the adjudication of liability, but in view of
                           all the circumstances of the case, such person is
                           fairly and reasonably entitled to indemnity for such
                           expenses as the court of common pleas or such other
                           court shall deem proper;

                  (b)      Any action or suit in which the only liability
                           asserted against a director is pursuant to section
                           1701.95 of the Revised Code.

         (3)      To the extent that a director, trustee, officer, employee,
                  member, manager, or agent has been successful on the merits or
                  otherwise in defense of any action, suit, or proceeding
                  referred to in division (E)(1) or (2) of this section, or in
                  defense of any claim, issue, or matter therein, he shall be
                  indemnified against expenses, including attorney's fees,
                  actually and reasonably incurred by him in connection with the
                  action, suit, or proceeding.

         (4)      Any indemnification under division (E)(1) or (2) of this
                  section, unless ordered by a court, shall be made by the
                  corporation only as authorized in the specific case, upon a
                  determination that indemnification of the director, trustee,
                  officer, employee, member, manager, or agent is proper in the
                  circumstances because he has met the applicable standard of
                  conduct set forth in division (E)(1) or (2) of this section.


                                      -3-
<PAGE>

                  Such determination shall be made as follows:

                  (a)      By a majority vote of a quorum consisting of
                           directors of the indemnifying corporation who were
                           not and are not parties to or threatened with the
                           action, suit, or proceeding referred to in division
                           (E)(1) or (2) of this section;

                  (b)      If the quorum described in division (E)(4)(a) of this
                           section is not obtainable or if a majority vote of a
                           quorum of disinterested directors so directs, in a
                           written opinion by independent legal counsel other
                           than an attorney, or a firm having associated with it
                           an attorney, who has been retained by or who has
                           performed services for the corporation or any person
                           to be indemnified within the past five years;

                  (c)      By the shareholders;

                  (d)      By the court of common pleas or the court in which
                           the action, suit, or proceeding referred to in
                           division (E)(1) or (2) of this section was brought.

         Any determination made by the disinterested directors under division
         (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of
         this section shall be promptly communicated to the person who
         threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and, within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
         suit was brought to review the reasonableness of such determination.

         (5)      (a)      Unless at the time of a director's act or omission
                           that is the subject of an action, suit, or proceeding
                           referred to in division (E)(1) or (2) of this
                           section, the articles or the regulations of a
                           corporation state, by specific reference to this
                           division, that the provisions of this division do not
                           apply to the corporation and unless the only
                           liability asserted against a director in an action,
                           suit, or proceeding referred to in division (E)(1) or
                           (2) of this section is pursuant to section 1701.95 of
                           the Revised Code, expenses, including attorney's
                           fees, incurred by a director in defending the action,
                           suit, or proceeding shall be paid by the corporation
                           as they are incurred, in advance of the final
                           disposition of the action, suit, or proceeding, upon
                           receipt of an undertaking by or on behalf of the
                           director in which he agrees to do both of the
                           following:

                           (i)      Repay such amount if it is proved by clear
                                    and convincing evidence in a court of
                                    competent jurisdiction that his action or
                                    failure to act involved an act or omission
                                    undertaken with deliberate intent to cause
                                    injury to the corporation or undertaken with
                                    reckless disregard for the best interests of
                                    the corporation;

                           (ii)     Reasonably cooperate with the corporation
                                    concerning the action, suit, or proceeding.

                  (b)      Expenses, including attorney's fees, incurred by a
                           director, trustee, officer, employee, member,
                           manager, or agent in defending any action, suit, or
                           proceeding referred to in division (E)(1) or (2) of
                           this section, may be paid by the corporation as they
                           are incurred, in advance of the final disposition of
                           the action, suit, or proceeding, as authorized by the
                           directors in the specific case, upon receipt of an
                           undertaking by or on behalf of the director, trustee,
                           officer, employee, member, manager, or agent to repay


                                      -4-
<PAGE>

                           such amount, if it ultimately is determined that he
                           is not entitled to be indemnified by the corporation.

         (6)      The indemnification authorized by this section shall not be
                  exclusive of, and shall be in addition to, any other rights
                  granted to those seeking indemnification under the articles,
                  the regulations, any agreement, a vote of shareholders or
                  disinterested directors, or otherwise, both as to action in
                  their official capacities and as to action in another capacity
                  while holding their offices or positions, and shall continue
                  as to a person who has ceased to be a director, trustee,
                  officer, employee, member, manager, or agent and shall inure
                  to the benefit of the heirs, executors, and administrators of
                  such a person.

         (7)      A corporation may purchase and maintain insurance or furnish
                  similar protection, including, but not limited to, trust
                  funds, letters of credit, or self-insurance, on behalf of or
                  for any person who is or was a director, officer, employee, or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, trustee, officer, employee,
                  member, manager, or agent of another corporation, domestic or
                  foreign, nonprofit or for profit, a limited liability company,
                  or a partnership, joint venture, trust, or other enterprise,
                  against any liability asserted against him and incurred by him
                  in any such capacity, or arising out of his status as such,
                  whether or not the corporation would have the power to
                  indemnify him against such liability under this section.
                  Insurance may be purchased from or maintained with a person in
                  which the corporation has a financial interest.

         (8)      The authority of a corporation to indemnify persons pursuant
                  to division (E)(1) or (2) of this section does not limit the
                  payment of expenses as they are incurred, indemnification,
                  insurance, or other protection that may be provided pursuant
                  to divisions (E)(5), (6), and (7) of this section. Divisions
                  (E)(1) and (2) of this section do not create any obligation to
                  repay or return payments made by the corporation pursuant to
                  division (E)(5), (6), or (7).

         (9)      As used in division (E) of this section, "corporation"
                  includes all constituent entities in a consolidation or merger
                  and the new or surviving corporation, so that any person who
                  is or was a director, officer, employee, trustee, member,
                  manager, or agent of such a constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee, member, manager, or
                  agent of another corporation, domestic or foreign, nonprofit
                  or for profit, a limited liability company, or a partnership,
                  joint venture, trust, or other enterprise, shall stand in the
                  same position under this section with respect to the new or
                  surviving corporation as he would if he had served the new or
                  surviving corporation in the same capacity.

                  B. Article VII of the Registrant's Articles of Incorporation
governs indemnification by the Registrant and provides as follows:

                  The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party, to any threatened, pending,
         or completed action, suit, or proceeding, whether civil, criminal,
         administrative, or investigative, including actions by or in the right
         of the Corporation, by reason of the fact that such person is or was a
         director, officer, employee, or agent of the Corporation, or is or was
         serving at the request of the Corporation as a director, trustee,
         officer, employee, member, manager, or agent of another corporation, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by such person in connection with such action, suit, or
         proceeding to the full extent permissible under Ohio law.


                                      -5-
<PAGE>


ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

ITEM 8.  Exhibits.
         --------

         See the Exhibit Index attached hereto.

ITEM 9.  Undertakings.
         ------------

         A.       Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of a prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement.

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the registration
                                             statement or any material change to
                                             such information in the
                                             registration statement;

                                             Provided, however, That paragraphs
                                             (a)(1)(i)and (a)(1)(ii) of this
                                             section do not apply if the
                                             registration statement is on Form
                                             S-3, Form S-8 or Form F-3, and the
                                             informationrequired to be included
                                             in a post-effective amendment by
                                             those paragraphs is contained in
                                             periodic reports filed with or
                                             furnished to the Commission by the
                                             Registrant pursuant to section 13
                                             or section 15(d) of the Securities
                                             Exchange Act of 1934, that are
                                             incorporated by reference in the
                                             registration statement.


                                      -6-
<PAGE>

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to section 13(a) or section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.













                                      -7-
<PAGE>


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Defiance, State of Ohio, on July 18, 2005.


                                FIRST DEFIANCE FINANCIAL CORP.


                                By: /s/ William J. Small
                                    --------------------------------------------
                                    William J. Small, Chairman, President and
                                        Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                 Title                           Date
         ---------                 -----                           ----


/s/ John C. Wahl                   Executive Vice President        July 18, 2005
------------------------------     and Chief Financial Officer
John C. Wahl


/s/ James L. Rohrs                 Director and Executive          July 18, 2005
------------------------------     Vice President
James L. Rohrs


/s/ Don C. Van Brackel             Director and Vice Chairman      July 18, 2005
------------------------------
Don C. Van Brackel


/s/ John L. Bookmyer               Director                        July 18, 2005
------------------------------
John L. Bookmyer


/s/ Stephen L. Boomer              Director                        July 18, 2005
------------------------------
Stephen L. Boomer


/s/ Douglas A. Burgei              Director                        July 18, 2005
------------------------------
Douglas A. Burgei


                                   Director                        July 18, 2005
------------------------------
Peter A. Diehl


/s/ John U. Fauster, III           Director                        July 18, 2005
------------------------------
John U. Fauster, III


                                      -8-
<PAGE>

/s/ Dwain I. Metzger               Director                        July 18, 2005
------------------------------
Dwain I. Metzger


/s/ Gerald W. Monnin               Director                        July 18, 2005
------------------------------
Gerald W. Monnin


/s/ Thomas A. Voigt                Director                        July 18, 2005
------------------------------
Thomas A. Voigt

















                                      -9-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit No.   Description                              Location
-----------   -----------                              --------

4.1           First Defiance Financial Corp.           Included herewith.
              2005 Stock Option and Incentive Plan

4.2           Articles of Incorporation                Incorporated herein by
                                                       reference to Exhibit 3.1
                                                       in the Registrant's Form
                                                       S-1 (File No. 33-93354).

4.3           Code of Regulations                      Incorporated herein by
                                                       reference to Exhibit 3.2
                                                       in the Registrant's
                                                       Form S-1 (File No.
                                                       33-93354).

5             Opinion of Vorys, Sater, Seymour         Included herewith.
              and Pease LLP as to legality

23.1          Consent of Ernst & Young LLP             Included herewith.

23.2          Consent of Vorys, Sater, Seymour         Included herewith in
              and Pease LLP                            Exhibit 5.



<PAGE>

                                   EXHIBIT 4.1

                         FIRST DEFIANCE FINANCIAL CORP.
                      2005 STOCK OPTION AND INCENTIVE PLAN


         1. Purpose. The purpose of the First Defiance Financial Corp. 2005
Stock Option and Incentive Plan (this "Plan") is to promote and advance the
interests of First Defiance Financial Corp. (the "Company") and its shareholders
by enabling the Company to reward directors and employees of the Company and any
Subsidiary (hereinafter defined), and to strengthen the mutuality of interests
between the directors and employees and the Company's shareholders by providing
directors and employees with a proprietary interest in pursuing the long-term
growth, profitability and financial success of the Company.

         2. Definitions. For purposes of this Plan, the following terms shall
have the meanings set forth below:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended, or any successor thereto, together with rules, regulations and
         interpretations promulgated thereunder.

                  (c) "Committee" means the Committee of the Board constituted
         as provided in Section 3 of this Plan.

                  (d) "Common Shares" means the common shares, $0.01 par value
         per share, of the Company or any security of the Company issued in
         substitution, in exchange or in lieu thereof.

                  (e) "Company" means First Defiance Financial Corp., an Ohio
         corporation, or any successor corporation.

                  (f) "Employment" means regular employment with the Company or
         a Subsidiary and does not include service as a director only.

                  (g) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended, or any successor statute.

                  (h) "Fair Market Value" shall be determined as follows:

                           (i) If the Common Shares are quoted on The Nasdaq
                  Stock Market at the date of the grant of the Stock Option,
                  then the Fair Market Value shall be the mean between the
                  closing bid and closing asked quotation for a Common Share on
                  the grant date on The Nasdaq Stock Market.

<PAGE>


                           (ii) If the Common Shares are traded on a national
                  securities exchange at the time of grant of the Stock Option,
                  then the Fair Market Value shall be the average of the highest
                  and the lowest selling price on such exchange on the date such
                  Stock Option is granted or, if there were no sales on such
                  date, then on the next prior business day on which there was a
                  sale.

                           (iii) If the Common Shares are not traded on a
                  national securities exchange or quoted on The Nasdaq Stock
                  Market, then the Fair Market Value shall be as determined by
                  the Committee.

                  (i) "Incentive Stock Option" means any Stock Option that is
         intended to be and is specifically designated as an "incentive stock
         option" within the meaning of Section 422 of the Code.

                  (j) "Non-Qualified Stock Option" means any Stock Option that
         is not specifically designated as an Incentive Stock Option.

                  (k) "Participant" means an employee or director of the Company
         or a Subsidiary who is granted a Stock Option under this Plan. For the
         purposes of the granting of any Incentive Stock Option under this Plan,
         the term "Participant" shall include only employees of the Company or a
         Subsidiary.

                  (l) "Plan" means the First Defiance Financial Corp. 2005 Stock
         Option and Incentive Plan, as set forth herein and as it may be
         hereafter amended from time to time.

                  (m) "Stock Option" means an award to purchase Common Shares
         granted pursuant to the provisions of Section 6 of this Plan.

                  (n) "Subsidiary" means any corporation or entity in which the
         Company directly or indirectly controls 50% or more of the total voting
         power of such corporation or entity and includes, without limitation,
         First Federal Bank of the Midwest and First Insurance and Investments,
         Inc.

                  (o) "Terminated for Cause" means any removal of a director or
         discharge of an employee for the personal dishonesty, incompetence,
         willful misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of a
         material provision of any law, rule or regulation (other than traffic
         violations or similar offenses) or a material violation of a final
         cease-and-desist order or for any other action of a director or
         employee which results in a substantial financial loss to the Company
         or a Subsidiary.

<PAGE>

         3. Administration.

                  (a) This Plan shall be administered by the Committee to be
         comprised of not fewer than three of the members of the Board. The
         members of the Committee shall be appointed from time to time by the
         Board. Members of the Committee shall serve at the pleasure of the
         Board, and the Board may from time to time remove members from, or add
         members to, the Committee. A majority of the members of the Committee
         shall constitute a quorum for the transaction of business. An action
         approved in writing by all of the members of the Committee then serving
         shall be as effective as if the action had been taken by unanimous vote
         at a meeting duly called and held. Notwithstanding the foregoing, if,
         at the time a Stock Option is granted, the Committee includes directors
         who are also employees of the Company, the grant of the Stock Option
         must be approved by the entire Board.

                  (b) The Committee is authorized to construe and interpret this
         Plan and to make all other determinations necessary or advisable for
         the administration of this Plan. The Committee may designate persons
         other than members of the Committee to carry out its responsibilities
         under such conditions and limitations as it may prescribe. Any
         determination, decision or action of the Committee in connection with
         the construction, interpretation, administration or application of this
         Plan shall be final, conclusive and binding upon all persons
         participating in this Plan and any person validly claiming under or
         through persons participating in this Plan. The Company shall effect
         the granting of Stock Options under this Plan, in accordance with the
         determinations made by the Committee, by execution of instruments in
         writing in a form approved by the Committee.

         4. Duration of, and Common Shares Subject to, this Plan.

                  (a) Term. This Plan shall terminate on the date which is ten
         (10) years from the effective date of the Plan, except with respect to
         Stock Options then outstanding.

                  (b) Common Shares Subject to Plan. Common Shares that may be
         issued under this Plan may be either authorized and unissued shares or
         issued shares which have been reacquired by the Company. No fractional
         shares shall be issued under this Plan. The maximum number of Common
         Shares that may be issued pursuant to Stock Options granted under this
         Plan, subject to adjustment as provided in Section 10 of this Plan,
         shall be 351,000 Common Shares. If any Stock Options are forfeited,
         terminated or exchanged for other Stock Options, or expire unexercised,
         the Common Shares which were subject to such Stock Options shall again
         be available for Stock Options under this Plan to the extent of such
         forfeiture, termination or expiration.

         5. Eligibility and Grants. Persons eligible for Stock Options under
this Plan shall consist of directors and employees of the Company or a
Subsidiary whose performance or potential contribution, in the judgment of the
Committee, will benefit the future success of the Company or a Subsidiary. In
selecting the directors and employees to whom Stock Options will be awarded and
the number of shares subject to such Stock Options, the Committee shall consider
the position, duties and responsibilities of the directors and employees, the

<PAGE>

value of their services to the Company and the Subsidiaries and any other
factors the Committee may deem relevant.

         6. Stock Options.

                  (a) Grant. Stock Options granted under this Plan may be in the
         form of Incentive Stock Options or Non-Qualified Stock Options, and
         such Stock Options shall be subject to the terms and conditions set
         forth in this Plan, shall be in such form as the Committee may from
         time to time approve and shall contain such additional terms and
         conditions as the Committee shall deem desirable, not inconsistent with
         the express provisions of the Plan.

                  (b) Stock Option Price. The per share exercise price of a
         Stock Option shall be determined by the Committee at the time of grant;
         provided, however, that in no event shall the exercise price of a Stock
         Option be less than 100% of the Fair Market Value of the Common Shares
         on the date of the grant of such Stock Option. Notwithstanding the
         foregoing, in the case of a Participant who owns Common Shares
         representing more than 10% of the outstanding Common Shares at the time
         an Incentive Stock Option is granted, the exercise price shall in no
         event be less than 110% of the Fair Market Value of the Common Shares
         at the time such Incentive Stock Option is granted.

                  (c) Stock Option Terms. Subject to the right of the Company to
         provide for earlier termination in the event of any merger, acquisition
         or consolidation involving the Company, the term of each Stock Option
         shall be fixed by the Committee; provided, however, that the term of
         Incentive Stock Options will not exceed ten years after the date the
         Incentive Stock Option is granted; provided further, however, that in
         the case of a Participant who owns a number of Common Shares
         representing more than 10% of the Common Shares outstanding at the time
         the Incentive Stock Option is granted, the term of the Incentive Stock
         Option shall not exceed five years.

                  (d) Exercisability. Exercisability of Stock Options shall be
         determined by the Committee at the time of grant. With respect to
         Incentive Stock Options granted under this Plan, to the extent the
         aggregate Fair Market Value (determined as of the date the Incentive
         Stock Option is granted) of the number of shares with respect to which
         Incentive Stock Options are exercisable under all plans of the Company
         or a Subsidiary for the first time by a Participant during any calendar
         year exceeds $100,000, or such other limit as may be required by the
         Code, such Stock Options shall be Non-Qualified Stock Options to the
         extent of such excess.

                  (e) Method of Exercise. A Stock Option may be exercised, in
         whole or in part, by giving written notice of exercise to the Company
         specifying the number of Common Shares to be purchased. Such notice
         shall be accompanied by payment in full of the purchase price in cash
         or, if acceptable to the Committee in its sole discretion, in Common
         Shares already owned by the Participant, or by surrendering outstanding
         Stock Options. The Committee may also permit Participants, either on a
         selective or aggregate basis, simultaneously to exercise Stock Options
         and sell Common Shares thereby acquired, pursuant to a brokerage or

<PAGE>

         similar arrangement approved in advance by the Committee, and use the
         proceeds from such sale as payment of the purchase price of such
         shares. In such event, the Committee may permit the exercise price to
         be paid as soon as practicable after exercise.

         7. Termination and Change of Control.

                  (a) General rule. Except as otherwise provided in paragraph
         (b) or (c) of this Section 7, any Stock Option which has not yet become
         exercisable shall terminate and be of no further force or effect when
         any Participant who was a director ceases to be a director of the
         Company or any Subsidiary or when any Participant who was an employee
         ceases to be an employee of the Company or any Subsidiary, and, unless
         the Committee shall specifically state otherwise at the time a Stock
         Option is granted or thereafter, any Stock Option which has become
         exercisable shall terminate if it is not exercised within three months
         of the termination of Board membership or Employment, as applicable.

                  (b) Death, Disability or Retirement. Unless the Committee
         shall specifically state otherwise at the time a Stock Option is
         granted, all Stock Options granted under this Plan shall become
         exercisable in full on the date of termination of a Participant's
         Employment or directorship with the Company or a Subsidiary because of
         his or her death, disability or retirement. Further, unless the
         Committee shall specifically state otherwise at the time a Stock Option
         is granted or thereafter, all Stock Options shall terminate if not
         exercised within 12 months of the Participant's death or disability or
         within five years of the Participant's retirement. Notwithstanding the
         foregoing, any option intended to qualify as an Incentive Stock Option
         must be exercised within three months of a Participant's retirement.

                  (c) Termination for Cause. Unless the Committee shall
         specifically state otherwise at the time a Stock Option is granted, in
         the event the Employment or the directorship of a Participant is
         Terminated for Cause, any Stock Option that has not been exercised
         shall thereupon terminate and be of no further force or effect.

                  (d) Change of Control All outstanding Stock Options shall
         become immediately exercisable in the event of a change in control of
         the Company, as determined by the Committee. For purposes of this
         Section 7, "change in control" shall mean the acquisition, directly or
         indirectly, of the beneficial ownership (within the meaning of the term
         "beneficial ownership" as defined under Section 13(d) of the Exchange
         Act and the rules promulgated thereunder) of 25% or more of the
         outstanding voting securities of the Company by any person, trust,
         entity or group.

         8. Non-transferability of Stock Options. No Stock Option under this
Plan, and no rights or interests therein, shall be assignable or transferable by
a Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options are exercisable only by, and payments
in settlement of Stock Options will be payable only to, the Participant or his
or her legal representative.

<PAGE>


         9. No Limitation on Certain Corporate Actions. The existence of this
Plan and the Stock Options granted hereunder shall not affect or restrict in any
way the right or power of the Board or the shareholders of the Company to make
or authorize the following: any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business; any merger,
acquisition or consolidation of the Company; any issuance of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Company's capital
stock or the rights thereof; the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business; or any other
corporate act or proceeding, including any merger or acquisition which would
result in the exchange of cash, stock of another company or options to purchase
the stock of another company for any Stock Option outstanding at the time of
such corporate transaction or which would involve the termination of all Stock
Options outstanding at the time of such corporate transaction.

         10. Adjustments Upon Changes in Capitalization. In the event of any
change in capitalization affecting the Common Shares of the Company, such as a
stock dividend, stock split, recapitalization, merger, consolidation, spin-off,
split-up, combination or exchange of shares or other form of reorganization, or
any other change affecting the Common Shares, including a distribution (other
than normal cash dividends) of company assets to shareholders, such
proportionate adjustments, if any, as the Board in its discretion may deem
appropriate to reflect such change shall be made with respect to the aggregate
number of Common Shares for which Stock Options in respect thereof may be
granted under this Plan, the maximum number of Common Shares which may be sold
or awarded to any Participant, the number of Common Shares covered by each
outstanding Stock Option, and the exercise price per share in respect of
outstanding Stock Options.

         11. Amendment and Termination of this Plan. Without further approval of
the shareholders, the Board may at any time terminate this Plan, or may amend it
from time to time in such respects as the Board may deem advisable, except that
the Board may not, without approval of the shareholders, make any amendment
which would (a) increase the aggregate number of Common Shares that may be
issued under this Plan (except for adjustments pursuant to Section 10 of this
Plan), (b) materially modify the requirements as to eligibility for
participation in this Plan, or (c) materially increase the benefits accruing to
Participants under this Plan. Notwithstanding the foregoing, the Board may amend
this Plan to take into account changes in applicable securities, federal income
tax and other applicable laws.

         12. Modification of Options. The Board may authorize the Committee to
direct the execution of an instrument providing for the modification of any
outstanding Stock Option which the Board believes to be in the best interests of
the Company; provided, however, that no such modification, extension or renewal
shall confer on the holder of such Stock Option any right or benefit which could
not be conferred on him or her by the grant of a new Stock Option at such time
and shall not materially decrease the Participant's benefits under the Stock
Option without the consent of the holder of the Stock Option, except as
otherwise permitted under this Plan.

<PAGE>

         13. Miscellaneous.

                  (a) Tax Withholding. The Company shall have the right to
         deduct from any settlement, including the delivery of Common Shares,
         made under this Plan any federal, state or local taxes of any kind
         required by law to be withheld with respect to such payments or to take
         such other action as may be necessary in the opinion of the Company to
         satisfy all obligations for the payment of such taxes. If Common Shares
         are used to satisfy tax withholding, such shares shall be valued based
         on the Fair Market Value when the tax withholding is required to be
         made.

                  (b) No Right to Employment. Neither the adoption of this Plan
         nor the granting of any Stock Option shall confer upon any employee of
         the Company or a Subsidiary any right to continued Employment with the
         Company or a Subsidiary, as the case may be, nor shall it interfere in
         any way with the right of the Company or a Subsidiary to terminate the
         Employment of any of its employees at any time, with or without cause.

                  (c) Annulment of Stock Options. The grant of any Stock Option
         payable in Common Shares is provisional until the Participant becomes
         entitled to the certificate in settlement thereof. In the event the
         Employment or the directorship of a Participant is Terminated for
         Cause, any Stock Option which is provisional shall be annulled as of
         the date of such termination.

                  (d) Other Company Benefit and Compensation Programs. Payments
         and other benefits received by a Participant under a Stock Option made
         pursuant to this Plan shall not be deemed a part of a Participant's
         regular, recurring compensation for purposes of the termination,
         indemnity or severance pay law of any country and shall not be included
         in, nor have any effect on, the determination of benefits under any
         other employee benefit plan or similar arrangement provided by the
         Company or a Subsidiary unless expressly so provided by such other plan
         or arrangement, or except where the Committee expressly determines that
         a Stock Option or portion of a Stock Option should be included to
         accurately reflect competitive compensation practices or to recognize
         that a Stock Option has been made in lieu of a portion of competitive
         annual cash compensation. Stock Options under this Plan may be made in
         combination with or in tandem with, or as alternatives to, grants,
         stock options or payments under any other plans of the Company or a
         Subsidiary. This Plan notwithstanding, the Company or any Subsidiary
         may adopt such other compensation programs and additional compensation
         arrangements as it deems necessary to attract, retain and reward
         directors and employees for their service with the Company and its
         Subsidiaries.

                  (e) Securities Law Restrictions. No Common Shares shall be
         issued under this Plan unless counsel for the Company shall be
         satisfied that such issuance will be in compliance with applicable
         federal and state securities laws. Certificates for Common Shares
         delivered under this Plan may be subject to such stop-transfer orders
         and other restrictions as the Committee may deem advisable under the

<PAGE>

         rules, regulations and other requirements of the Securities and
         Exchange Commission, any stock exchange upon which the Common Shares
         are then listed, and any applicable federal or state securities law.
         The Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.

                  (f) Stock Option Agreement. Each Participant receiving a Stock
         Option under this Plan shall enter into an agreement with the Company
         in a form specified by the Committee agreeing to the terms and
         conditions of the Stock Option and such related matters as the
         Committee shall, in its sole discretion, determine.

                  (g) Cost of Plan. The costs and expenses of administering this
         Plan shall be borne by the Company.

                  (h) Governing Law. This Plan and all actions taken hereunder
         shall be governed by and construed in accordance with the laws of the
         State of Ohio.

                  (i) Effective Date. This Plan shall be effective upon approval
         by the shareholders of the Company.


<PAGE>


                                    EXHIBIT 5

                               Opinion of Counsel



                                  July 29, 2005



Board of Directors
First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio  43512

Gentlemen:

         We have acted as counsel for First Defiance Financial Corp., an Ohio
corporation (the "Company"), in connection with the proposed issuance and sale
of the common shares of the Company, par value $.01 per share (the "Common
Shares"), upon the exercise of options granted to purchase such Common Shares
pursuant to the First Defiance Financial Corp. 2005 Stock Option and Incentive
Plan (the "Plan"). In accordance with the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, a Registration Statement
on Form S-8 describing the Plan will be filed with the Securities and Exchange
Commission on or about August 2, 2005(the "Registration Statement"), for the
purpose of registering the 351,000 Common Shares that are reserved for issuance
under the Plan.

         In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation, (a) the Registration Statement; (b) the Company's Articles of
Incorporation, as amended, as certified by the Secretary of the Company; (c) the
Bylaws of the Company, as amended, as certified by the Secretary of the Company;
(d) the resolutions adopted by the Board of Directors of the Company on February
21, 2005, as certified by the Secretary of the Company; (e) the Certificate of
the Inspector of Election for the meeting of the shareholders of the Company
held on April 19, 2005; and (f) such other representations of the Company and
its officers as we have deemed relevant.

         In our examinations, we have assumed the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
and the authenticity of such originals. We have also assumed the due preparation
of share certificates and compliance with applicable federal and state
securities laws.

         Based solely upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the Common Shares shall have been issued by the Company
upon the exercise of the options and payment therefor in full in the manner
provided in the Plan and in the Registration Statement (when it becomes

<PAGE>

effective), such Common Shares issued upon the exercise of such options will be
validly issued, fully paid and non-assessable.

         This opinion is limited to the federal laws of the United States and to
the laws of the State of Ohio having effect as of the date hereof. This opinion
is furnished by us solely for the benefit of the Company in connection with the
offering of the Common Shares and the filing of the Registration Statements and
any amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without our specific written consent.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.

                                         Very truly yours,

                                         /s/ Vorys, Sater, Seymour and Pease LLP

                                         VORYS, SATER, SEYMOUR AND PEASE LLP
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{"company-data": {"conformed-name": "FIRST DEFIANCE FINANCIAL CORP", "cik": "0000946647", "assigned-sic": "6035", "irs-number": "341803915", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127110", "film-number": "05992239"}, "business-address": {"street1": "601 CLINTON ST", "city": "DEFIANCE", "state": "OH", "zip": "43512", "phone": "4107825015"}, "mail-address": {"street1": "601 CLINTON ST", "city": "DEFIANCE", "state": "OH", "zip": "43512"}}
-----------------------------------------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         First Defiance Financial Corp.
             (Exact name of registrant as specified in its Charter)

               Ohio                                       34-1803915
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

           601 Clinton Street
              Defiance, Ohio                               43512
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                         First Defiance Financial Corp.
                      2005 Stock Option and Incentive Plan
                      ------------------------------------
                            (Full title of the plan)

                           William J. Small, President
                         First Defiance Financial Corp.
                               601 Clinton Street
                              Defiance, Ohio 43512
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (419) 782-5015
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

   Title of                   Proposed maximum   Proposed maximum     Amount of
securities to   Amount to be   offering price   Aggregate offering  registration
be registered    Registered       per share            price             fee
--------------------------------------------------------------------------------
Common Shares,    351,000            $*            $10,407,150*       $1,224.92
$.01 par value

* The offering price of the 351,000 shares, which have been reserved for the
future grant of options, has been determined for the purposes of calculating the
registration fee pursuant to 17 C.F.R. ss.230.457(h) to be $29.65 per share as
of July 27, 2005.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not filed as part of this Registration Statement pursuant to Note to
         Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this Registration Statement pursuant to Note to
         Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed with the Securities and Exchange Commission (the
Commission) on March 16, 2005, and all other documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (Exchange Act) since December 31, 2004, are hereby
incorporated by reference.

         The description of the Registrant's common stock contained in
Registrant's Registration Statement on Form S-1 (File No. 33-93354), filed with
the Commission on June 9, 1995, is hereby incorporated by reference.

         All documents which may be filed with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.

ITEM 4.  Description of Securities.
         -------------------------

         Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         None.

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         A. Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

(E)      (1)      A corporation may indemnify or agree to indemnify any person
                  who was or is a party, or is threatened to be made a party, to
                  any threatened, pending, or completed action, suit, or
                  proceeding, whether civil, criminal, administrative, or
                  investigative, other than an action by or in the right of the

                                      -2-
corporation, by reason of the fact that he is or was a
                  director, officer, employee, or agent of the corporation, or
                  is or was serving at the request of the corporation as a
                  director, trustee, officer, employee, member, manager, or
                  agent of another corporation, domestic or foreign, nonprofit
                  or for profit, a limited liability company, or a partnership,
                  joint venture, trust, or other enterprise, against expenses,
                  including attorney's fees, judgments, fines, and amounts paid
                  in settlement actually and reasonably incurred by him in
                  connection with such action, suit, or proceeding, if he acted
                  in good faith and in a manner he reasonably believed to be in
                  or not opposed to the best interests of the corporation, and,
                  with respect to any criminal action or proceeding, if he had
                  no reasonable cause to believe his conduct was unlawful. The
                  termination of any action, suit, or proceeding by judgment,
                  order, settlement, or conviction, or upon a plea of nolo
                  contendere or its equivalent, shall not, of itself, create a
                  presumption that the person did not act in good faith and in a
                  manner he reasonably believed to be in or not opposed to the
                  best interests of the corporation, and, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         (2)      A corporation may indemnify or agree to indemnify any person
                  who was or is a party, or is threatened to be made a party, to
                  any threatened, pending, or completed action or suit by or in
                  the right of the corporation to procure a judgment in its
                  favor, by reason of the fact that he is or was a director,
                  officer, employee, or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  trustee, officer, employee, member, manager, or agent of
                  another corporation, domestic or foreign, nonprofit or for
                  profit, a limited liability company, or a partnership, joint
                  venture, trust, or other enterprise, against expenses,
                  including attorney's fees, actually and reasonably incurred by
                  him in connection with the defense or settlement of such
                  action or suit, if he acted in good faith and in a manner he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, except that no indemnification
                  shall be made in respect of any of the following:

                  (a)      Any claim, issue, or matter as to which such person
                           is adjudged to be liable for negligence or misconduct
                           in the performance of his duty to the corporation
                           unless, and only to the extent that, the court of
                           common pleas or the court in which such action or
                           suit was brought determines, upon application, that,
                           despite the adjudication of liability, but in view of
                           all the circumstances of the case, such person is
                           fairly and reasonably entitled to indemnity for such
                           expenses as the court of common pleas or such other
                           court shall deem proper;

                  (b)      Any action or suit in which the only liability
                           asserted against a director is pursuant to section
                           1701.95 of the Revised Code.

         (3)      To the extent that a director, trustee, officer, employee,
                  member, manager, or agent has been successful on the merits or
                  otherwise in defense of any action, suit, or proceeding
                  referred to in division (E)(1) or (2) of this section, or in
                  defense of any claim, issue, or matter therein, he shall be
                  indemnified against expenses, including attorney's fees,
                  actually and reasonably incurred by him in connection with the
                  action, suit, or proceeding.

         (4)      Any indemnification under division (E)(1) or (2) of this
                  section, unless ordered by a court, shall be made by the
                  corporation only as authorized in the specific case, upon a
                  determination that indemnification of the director, trustee,
                  officer, employee, member, manager, or agent is proper in the
                  circumstances because he has met the applicable standard of
                  conduct set forth in division (E)(1) or (2) of this section.

                                      -3-
Such determination shall be made as follows:

                  (a)      By a majority vote of a quorum consisting of
                           directors of the indemnifying corporation who were
                           not and are not parties to or threatened with the
                           action, suit, or proceeding referred to in division
                           (E)(1) or (2) of this section;

                  (b)      If the quorum described in division (E)(4)(a) of this
                           section is not obtainable or if a majority vote of a
                           quorum of disinterested directors so directs, in a
                           written opinion by independent legal counsel other
                           than an attorney, or a firm having associated with it
                           an attorney, who has been retained by or who has
                           performed services for the corporation or any person
                           to be indemnified within the past five years;

                  (c)      By the shareholders;

                  (d)      By the court of common pleas or the court in which
                           the action, suit, or proceeding referred to in
                           division (E)(1) or (2) of this section was brought.

         Any determination made by the disinterested directors under division
         (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of
         this section shall be promptly communicated to the person who
         threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and, within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
         suit was brought to review the reasonableness of such determination.

         (5)      (a)      Unless at the time of a director's act or omission
                           that is the subject of an action, suit, or proceeding
                           referred to in division (E)(1) or (2) of this
                           section, the articles or the regulations of a
                           corporation state, by specific reference to this
                           division, that the provisions of this division do not
                           apply to the corporation and unless the only
                           liability asserted against a director in an action,
                           suit, or proceeding referred to in division (E)(1) or
                           (2) of this section is pursuant to section 1701.95 of
                           the Revised Code, expenses, including attorney's
                           fees, incurred by a director in defending the action,
                           suit, or proceeding shall be paid by the corporation
                           as they are incurred, in advance of the final
                           disposition of the action, suit, or proceeding, upon
                           receipt of an undertaking by or on behalf of the
                           director in which he agrees to do both of the
                           following:

                           (i)      Repay such amount if it is proved by clear
                                    and convincing evidence in a court of
                                    competent jurisdiction that his action or
                                    failure to act involved an act or omission
                                    undertaken with deliberate intent to cause
                                    injury to the corporation or undertaken with
                                    reckless disregard for the best interests of
                                    the corporation;

                           (ii)     Reasonably cooperate with the corporation
                                    concerning the action, suit, or proceeding.

                  (b)      Expenses, including attorney's fees, incurred by a
                           director, trustee, officer, employee, member,
                           manager, or agent in defending any action, suit, or
                           proceeding referred to in division (E)(1) or (2) of
                           this section, may be paid by the corporation as they
                           are incurred, in advance of the final disposition of
                           the action, suit, or proceeding, as authorized by the
                           directors in the specific case, upon receipt of an
                           undertaking by or on behalf of the director, trustee,
                           officer, employee, member, manager, or agent to repay

                                      -4-
such amount, if it ultimately is determined that he
                           is not entitled to be indemnified by the corporation.

         (6)      The indemnification authorized by this section shall not be
                  exclusive of, and shall be in addition to, any other rights
                  granted to those seeking indemnification under the articles,
                  the regulations, any agreement, a vote of shareholders or
                  disinterested directors, or otherwise, both as to action in
                  their official capacities and as to action in another capacity
                  while holding their offices or positions, and shall continue
                  as to a person who has ceased to be a director, trustee,
                  officer, employee, member, manager, or agent and shall inure
                  to the benefit of the heirs, executors, and administrators of
                  such a person.

         (7)      A corporation may purchase and maintain insurance or furnish
                  similar protection, including, but not limited to, trust
                  funds, letters of credit, or self-insurance, on behalf of or
                  for any person who is or was a director, officer, employee, or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, trustee, officer, employee,
                  member, manager, or agent of another corporation, domestic or
                  foreign, nonprofit or for profit, a limited liability company,
                  or a partnership, joint venture, trust, or other enterprise,
                  against any liability asserted against him and incurred by him
                  in any such capacity, or arising out of his status as such,
                  whether or not the corporation would have the power to
                  indemnify him against such liability under this section.
                  Insurance may be purchased from or maintained with a person in
                  which the corporation has a financial interest.

         (8)      The authority of a corporation to indemnify persons pursuant
                  to division (E)(1) or (2) of this section does not limit the
                  payment of expenses as they are incurred, indemnification,
                  insurance, or other protection that may be provided pursuant
                  to divisions (E)(5), (6), and (7) of this section. Divisions
                  (E)(1) and (2) of this section do not create any obligation to
                  repay or return payments made by the corporation pursuant to
                  division (E)(5), (6), or (7).

         (9)      As used in division (E) of this section, "corporation"
                  includes all constituent entities in a consolidation or merger
                  and the new or surviving corporation, so that any person who
                  is or was a director, officer, employee, trustee, member,
                  manager, or agent of such a constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee, member, manager, or
                  agent of another corporation, domestic or foreign, nonprofit
                  or for profit, a limited liability company, or a partnership,
                  joint venture, trust, or other enterprise, shall stand in the
                  same position under this section with respect to the new or
                  surviving corporation as he would if he had served the new or
                  surviving corporation in the same capacity.

                  B. Article VII of the Registrant's Articles of Incorporation
governs indemnification by the Registrant and provides as follows:

                  The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party, to any threatened, pending,
         or completed action, suit, or proceeding, whether civil, criminal,
         administrative, or investigative, including actions by or in the right
         of the Corporation, by reason of the fact that such person is or was a
         director, officer, employee, or agent of the Corporation, or is or was
         serving at the request of the Corporation as a director, trustee,
         officer, employee, member, manager, or agent of another corporation, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by such person in connection with such action, suit, or
         proceeding to the full extent permissible under Ohio law.

                                      -5-
ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

ITEM 8.  Exhibits.
         --------

         See the Exhibit Index attached hereto.

ITEM 9.  Undertakings.
         ------------

         A.       Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of a prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement.

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the registration
                                             statement or any material change to
                                             such information in the
                                             registration statement;

                                             Provided, however, That paragraphs
                                             (a)(1)(i)and (a)(1)(ii) of this
                                             section do not apply if the
                                             registration statement is on Form
                                             S-3, Form S-8 or Form F-3, and the
                                             informationrequired to be included
                                             in a post-effective amendment by
                                             those paragraphs is contained in
                                             periodic reports filed with or
                                             furnished to the Commission by the
                                             Registrant pursuant to section 13
                                             or section 15(d) of the Securities
                                             Exchange Act of 1934, that are
                                             incorporated by reference in the
                                             registration statement.

                                      -6-
(2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to section 13(a) or section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                      -7-
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Defiance, State of Ohio, on July 18, 2005.

                                FIRST DEFIANCE FINANCIAL CORP.

                                By: /s/ William J. Small
                                    --------------------------------------------
                                    William J. Small, Chairman, President and
                                        Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                 Title                           Date
         ---------                 -----                           ----

/s/ John C. Wahl                   Executive Vice President        July 18, 2005
------------------------------     and Chief Financial Officer
John C. Wahl

/s/ James L. Rohrs                 Director and Executive          July 18, 2005
------------------------------     Vice President
James L. Rohrs

/s/ Don C. Van Brackel             Director and Vice Chairman      July 18, 2005
------------------------------
Don C. Van Brackel

/s/ John L. Bookmyer               Director                        July 18, 2005
------------------------------
John L. Bookmyer

/s/ Stephen L. Boomer              Director                        July 18, 2005
------------------------------
Stephen L. Boomer

/s/ Douglas A. Burgei              Director                        July 18, 2005
------------------------------
Douglas A. Burgei

                                   Director                        July 18, 2005
------------------------------
Peter A. Diehl

/s/ John U. Fauster, III           Director                        July 18, 2005
------------------------------
John U. Fauster, III

                                      -8-
/s/ Dwain I. Metzger               Director                        July 18, 2005
------------------------------
Dwain I. Metzger

/s/ Gerald W. Monnin               Director                        July 18, 2005
------------------------------
Gerald W. Monnin

/s/ Thomas A. Voigt                Director                        July 18, 2005
------------------------------
Thomas A. Voigt

                                      -9-
EXHIBIT INDEX
                                  -------------

Exhibit No.   Description                              Location
-----------   -----------                              --------

4.1           First Defiance Financial Corp.           Included herewith.
              2005 Stock Option and Incentive Plan

4.2           Articles of Incorporation                Incorporated herein by
                                                       reference to Exhibit 3.1
                                                       in the Registrant's Form
                                                       S-1 (File No. 33-93354).

4.3           Code of Regulations                      Incorporated herein by
                                                       reference to Exhibit 3.2
                                                       in the Registrant's
                                                       Form S-1 (File No.
                                                       33-93354).

5             Opinion of Vorys, Sater, Seymour         Included herewith.
              and Pease LLP as to legality

23.1          Consent of Ernst & Young LLP             Included herewith.

23.2          Consent of Vorys, Sater, Seymour         Included herewith in
              and Pease LLP                            Exhibit 5.
EXHIBIT 4.1

                         FIRST DEFIANCE FINANCIAL CORP.
                      2005 STOCK OPTION AND INCENTIVE PLAN

         1. Purpose. The purpose of the First Defiance Financial Corp. 2005
Stock Option and Incentive Plan (this "Plan") is to promote and advance the
interests of First Defiance Financial Corp. (the "Company") and its shareholders
by enabling the Company to reward directors and employees of the Company and any
Subsidiary (hereinafter defined), and to strengthen the mutuality of interests
between the directors and employees and the Company's shareholders by providing
directors and employees with a proprietary interest in pursuing the long-term
growth, profitability and financial success of the Company.

         2. Definitions. For purposes of this Plan, the following terms shall
have the meanings set forth below:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended, or any successor thereto, together with rules, regulations and
         interpretations promulgated thereunder.

                  (c) "Committee" means the Committee of the Board constituted
         as provided in Section 3 of this Plan.

                  (d) "Common Shares" means the common shares, $0.01 par value
         per share, of the Company or any security of the Company issued in
         substitution, in exchange or in lieu thereof.

                  (e) "Company" means First Defiance Financial Corp., an Ohio
         corporation, or any successor corporation.

                  (f) "Employment" means regular employment with the Company or
         a Subsidiary and does not include service as a director only.

                  (g) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended, or any successor statute.

                  (h) "Fair Market Value" shall be determined as follows:

                           (i) If the Common Shares are quoted on The Nasdaq
                  Stock Market at the date of the grant of the Stock Option,
                  then the Fair Market Value shall be the mean between the
                  closing bid and closing asked quotation for a Common Share on
                  the grant date on The Nasdaq Stock Market.
(ii) If the Common Shares are traded on a national
                  securities exchange at the time of grant of the Stock Option,
                  then the Fair Market Value shall be the average of the highest
                  and the lowest selling price on such exchange on the date such
                  Stock Option is granted or, if there were no sales on such
                  date, then on the next prior business day on which there was a
                  sale.

                           (iii) If the Common Shares are not traded on a
                  national securities exchange or quoted on The Nasdaq Stock
                  Market, then the Fair Market Value shall be as determined by
                  the Committee.

                  (i) "Incentive Stock Option" means any Stock Option that is
         intended to be and is specifically designated as an "incentive stock
         option" within the meaning of Section 422 of the Code.

                  (j) "Non-Qualified Stock Option" means any Stock Option that
         is not specifically designated as an Incentive Stock Option.

                  (k) "Participant" means an employee or director of the Company
         or a Subsidiary who is granted a Stock Option under this Plan. For the
         purposes of the granting of any Incentive Stock Option under this Plan,
         the term "Participant" shall include only employees of the Company or a
         Subsidiary.

                  (l) "Plan" means the First Defiance Financial Corp. 2005 Stock
         Option and Incentive Plan, as set forth herein and as it may be
         hereafter amended from time to time.

                  (m) "Stock Option" means an award to purchase Common Shares
         granted pursuant to the provisions of Section 6 of this Plan.

                  (n) "Subsidiary" means any corporation or entity in which the
         Company directly or indirectly controls 50% or more of the total voting
         power of such corporation or entity and includes, without limitation,
         First Federal Bank of the Midwest and First Insurance and Investments,
         Inc.

                  (o) "Terminated for Cause" means any removal of a director or
         discharge of an employee for the personal dishonesty, incompetence,
         willful misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of a
         material provision of any law, rule or regulation (other than traffic
         violations or similar offenses) or a material violation of a final
         cease-and-desist order or for any other action of a director or
         employee which results in a substantial financial loss to the Company
         or a Subsidiary.
3. Administration.

                  (a) This Plan shall be administered by the Committee to be
         comprised of not fewer than three of the members of the Board. The
         members of the Committee shall be appointed from time to time by the
         Board. Members of the Committee shall serve at the pleasure of the
         Board, and the Board may from time to time remove members from, or add
         members to, the Committee. A majority of the members of the Committee
         shall constitute a quorum for the transaction of business. An action
         approved in writing by all of the members of the Committee then serving
         shall be as effective as if the action had been taken by unanimous vote
         at a meeting duly called and held. Notwithstanding the foregoing, if,
         at the time a Stock Option is granted, the Committee includes directors
         who are also employees of the Company, the grant of the Stock Option
         must be approved by the entire Board.

                  (b) The Committee is authorized to construe and interpret this
         Plan and to make all other determinations necessary or advisable for
         the administration of this Plan. The Committee may designate persons
         other than members of the Committee to carry out its responsibilities
         under such conditions and limitations as it may prescribe. Any
         determination, decision or action of the Committee in connection with
         the construction, interpretation, administration or application of this
         Plan shall be final, conclusive and binding upon all persons
         participating in this Plan and any person validly claiming under or
         through persons participating in this Plan. The Company shall effect
         the granting of Stock Options under this Plan, in accordance with the
         determinations made by the Committee, by execution of instruments in
         writing in a form approved by the Committee.

         4. Duration of, and Common Shares Subject to, this Plan.

                  (a) Term. This Plan shall terminate on the date which is ten
         (10) years from the effective date of the Plan, except with respect to
         Stock Options then outstanding.

                  (b) Common Shares Subject to Plan. Common Shares that may be
         issued under this Plan may be either authorized and unissued shares or
         issued shares which have been reacquired by the Company. No fractional
         shares shall be issued under this Plan. The maximum number of Common
         Shares that may be issued pursuant to Stock Options granted under this
         Plan, subject to adjustment as provided in Section 10 of this Plan,
         shall be 351,000 Common Shares. If any Stock Options are forfeited,
         terminated or exchanged for other Stock Options, or expire unexercised,
         the Common Shares which were subject to such Stock Options shall again
         be available for Stock Options under this Plan to the extent of such
         forfeiture, termination or expiration.

         5. Eligibility and Grants. Persons eligible for Stock Options under
this Plan shall consist of directors and employees of the Company or a
Subsidiary whose performance or potential contribution, in the judgment of the
Committee, will benefit the future success of the Company or a Subsidiary. In
selecting the directors and employees to whom Stock Options will be awarded and
the number of shares subject to such Stock Options, the Committee shall consider
the position, duties and responsibilities of the directors and employees, the
value of their services to the Company and the Subsidiaries and any other
factors the Committee may deem relevant.

         6. Stock Options.

                  (a) Grant. Stock Options granted under this Plan may be in the
         form of Incentive Stock Options or Non-Qualified Stock Options, and
         such Stock Options shall be subject to the terms and conditions set
         forth in this Plan, shall be in such form as the Committee may from
         time to time approve and shall contain such additional terms and
         conditions as the Committee shall deem desirable, not inconsistent with
         the express provisions of the Plan.

                  (b) Stock Option Price. The per share exercise price of a
         Stock Option shall be determined by the Committee at the time of grant;
         provided, however, that in no event shall the exercise price of a Stock
         Option be less than 100% of the Fair Market Value of the Common Shares
         on the date of the grant of such Stock Option. Notwithstanding the
         foregoing, in the case of a Participant who owns Common Shares
         representing more than 10% of the outstanding Common Shares at the time
         an Incentive Stock Option is granted, the exercise price shall in no
         event be less than 110% of the Fair Market Value of the Common Shares
         at the time such Incentive Stock Option is granted.

                  (c) Stock Option Terms. Subject to the right of the Company to
         provide for earlier termination in the event of any merger, acquisition
         or consolidation involving the Company, the term of each Stock Option
         shall be fixed by the Committee; provided, however, that the term of
         Incentive Stock Options will not exceed ten years after the date the
         Incentive Stock Option is granted; provided further, however, that in
         the case of a Participant who owns a number of Common Shares
         representing more than 10% of the Common Shares outstanding at the time
         the Incentive Stock Option is granted, the term of the Incentive Stock
         Option shall not exceed five years.

                  (d) Exercisability. Exercisability of Stock Options shall be
         determined by the Committee at the time of grant. With respect to
         Incentive Stock Options granted under this Plan, to the extent the
         aggregate Fair Market Value (determined as of the date the Incentive
         Stock Option is granted) of the number of shares with respect to which
         Incentive Stock Options are exercisable under all plans of the Company
         or a Subsidiary for the first time by a Participant during any calendar
         year exceeds $100,000, or such other limit as may be required by the
         Code, such Stock Options shall be Non-Qualified Stock Options to the
         extent of such excess.

                  (e) Method of Exercise. A Stock Option may be exercised, in
         whole or in part, by giving written notice of exercise to the Company
         specifying the number of Common Shares to be purchased. Such notice
         shall be accompanied by payment in full of the purchase price in cash
         or, if acceptable to the Committee in its sole discretion, in Common
         Shares already owned by the Participant, or by surrendering outstanding
         Stock Options. The Committee may also permit Participants, either on a
         selective or aggregate basis, simultaneously to exercise Stock Options
         and sell Common Shares thereby acquired, pursuant to a brokerage or
similar arrangement approved in advance by the Committee, and use the
         proceeds from such sale as payment of the purchase price of such
         shares. In such event, the Committee may permit the exercise price to
         be paid as soon as practicable after exercise.

         7. Termination and Change of Control.

                  (a) General rule. Except as otherwise provided in paragraph
         (b) or (c) of this Section 7, any Stock Option which has not yet become
         exercisable shall terminate and be of no further force or effect when
         any Participant who was a director ceases to be a director of the
         Company or any Subsidiary or when any Participant who was an employee
         ceases to be an employee of the Company or any Subsidiary, and, unless
         the Committee shall specifically state otherwise at the time a Stock
         Option is granted or thereafter, any Stock Option which has become
         exercisable shall terminate if it is not exercised within three months
         of the termination of Board membership or Employment, as applicable.

                  (b) Death, Disability or Retirement. Unless the Committee
         shall specifically state otherwise at the time a Stock Option is
         granted, all Stock Options granted under this Plan shall become
         exercisable in full on the date of termination of a Participant's
         Employment or directorship with the Company or a Subsidiary because of
         his or her death, disability or retirement. Further, unless the
         Committee shall specifically state otherwise at the time a Stock Option
         is granted or thereafter, all Stock Options shall terminate if not
         exercised within 12 months of the Participant's death or disability or
         within five years of the Participant's retirement. Notwithstanding the
         foregoing, any option intended to qualify as an Incentive Stock Option
         must be exercised within three months of a Participant's retirement.

                  (c) Termination for Cause. Unless the Committee shall
         specifically state otherwise at the time a Stock Option is granted, in
         the event the Employment or the directorship of a Participant is
         Terminated for Cause, any Stock Option that has not been exercised
         shall thereupon terminate and be of no further force or effect.

                  (d) Change of Control All outstanding Stock Options shall
         become immediately exercisable in the event of a change in control of
         the Company, as determined by the Committee. For purposes of this
         Section 7, "change in control" shall mean the acquisition, directly or
         indirectly, of the beneficial ownership (within the meaning of the term
         "beneficial ownership" as defined under Section 13(d) of the Exchange
         Act and the rules promulgated thereunder) of 25% or more of the
         outstanding voting securities of the Company by any person, trust,
         entity or group.

         8. Non-transferability of Stock Options. No Stock Option under this
Plan, and no rights or interests therein, shall be assignable or transferable by
a Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options are exercisable only by, and payments
in settlement of Stock Options will be payable only to, the Participant or his
or her legal representative.
9. No Limitation on Certain Corporate Actions. The existence of this
Plan and the Stock Options granted hereunder shall not affect or restrict in any
way the right or power of the Board or the shareholders of the Company to make
or authorize the following: any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business; any merger,
acquisition or consolidation of the Company; any issuance of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Company's capital
stock or the rights thereof; the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business; or any other
corporate act or proceeding, including any merger or acquisition which would
result in the exchange of cash, stock of another company or options to purchase
the stock of another company for any Stock Option outstanding at the time of
such corporate transaction or which would involve the termination of all Stock
Options outstanding at the time of such corporate transaction.

         10. Adjustments Upon Changes in Capitalization. In the event of any
change in capitalization affecting the Common Shares of the Company, such as a
stock dividend, stock split, recapitalization, merger, consolidation, spin-off,
split-up, combination or exchange of shares or other form of reorganization, or
any other change affecting the Common Shares, including a distribution (other
than normal cash dividends) of company assets to shareholders, such
proportionate adjustments, if any, as the Board in its discretion may deem
appropriate to reflect such change shall be made with respect to the aggregate
number of Common Shares for which Stock Options in respect thereof may be
granted under this Plan, the maximum number of Common Shares which may be sold
or awarded to any Participant, the number of Common Shares covered by each
outstanding Stock Option, and the exercise price per share in respect of
outstanding Stock Options.

         11. Amendment and Termination of this Plan. Without further approval of
the shareholders, the Board may at any time terminate this Plan, or may amend it
from time to time in such respects as the Board may deem advisable, except that
the Board may not, without approval of the shareholders, make any amendment
which would (a) increase the aggregate number of Common Shares that may be
issued under this Plan (except for adjustments pursuant to Section 10 of this
Plan), (b) materially modify the requirements as to eligibility for
participation in this Plan, or (c) materially increase the benefits accruing to
Participants under this Plan. Notwithstanding the foregoing, the Board may amend
this Plan to take into account changes in applicable securities, federal income
tax and other applicable laws.

         12. Modification of Options. The Board may authorize the Committee to
direct the execution of an instrument providing for the modification of any
outstanding Stock Option which the Board believes to be in the best interests of
the Company; provided, however, that no such modification, extension or renewal
shall confer on the holder of such Stock Option any right or benefit which could
not be conferred on him or her by the grant of a new Stock Option at such time
and shall not materially decrease the Participant's benefits under the Stock
Option without the consent of the holder of the Stock Option, except as
otherwise permitted under this Plan.
13. Miscellaneous.

                  (a) Tax Withholding. The Company shall have the right to
         deduct from any settlement, including the delivery of Common Shares,
         made under this Plan any federal, state or local taxes of any kind
         required by law to be withheld with respect to such payments or to take
         such other action as may be necessary in the opinion of the Company to
         satisfy all obligations for the payment of such taxes. If Common Shares
         are used to satisfy tax withholding, such shares shall be valued based
         on the Fair Market Value when the tax withholding is required to be
         made.

                  (b) No Right to Employment. Neither the adoption of this Plan
         nor the granting of any Stock Option shall confer upon any employee of
         the Company or a Subsidiary any right to continued Employment with the
         Company or a Subsidiary, as the case may be, nor shall it interfere in
         any way with the right of the Company or a Subsidiary to terminate the
         Employment of any of its employees at any time, with or without cause.

                  (c) Annulment of Stock Options. The grant of any Stock Option
         payable in Common Shares is provisional until the Participant becomes
         entitled to the certificate in settlement thereof. In the event the
         Employment or the directorship of a Participant is Terminated for
         Cause, any Stock Option which is provisional shall be annulled as of
         the date of such termination.

                  (d) Other Company Benefit and Compensation Programs. Payments
         and other benefits received by a Participant under a Stock Option made
         pursuant to this Plan shall not be deemed a part of a Participant's
         regular, recurring compensation for purposes of the termination,
         indemnity or severance pay law of any country and shall not be included
         in, nor have any effect on, the determination of benefits under any
         other employee benefit plan or similar arrangement provided by the
         Company or a Subsidiary unless expressly so provided by such other plan
         or arrangement, or except where the Committee expressly determines that
         a Stock Option or portion of a Stock Option should be included to
         accurately reflect competitive compensation practices or to recognize
         that a Stock Option has been made in lieu of a portion of competitive
         annual cash compensation. Stock Options under this Plan may be made in
         combination with or in tandem with, or as alternatives to, grants,
         stock options or payments under any other plans of the Company or a
         Subsidiary. This Plan notwithstanding, the Company or any Subsidiary
         may adopt such other compensation programs and additional compensation
         arrangements as it deems necessary to attract, retain and reward
         directors and employees for their service with the Company and its
         Subsidiaries.

                  (e) Securities Law Restrictions. No Common Shares shall be
         issued under this Plan unless counsel for the Company shall be
         satisfied that such issuance will be in compliance with applicable
         federal and state securities laws. Certificates for Common Shares
         delivered under this Plan may be subject to such stop-transfer orders
         and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and
         Exchange Commission, any stock exchange upon which the Common Shares
         are then listed, and any applicable federal or state securities law.
         The Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.

                  (f) Stock Option Agreement. Each Participant receiving a Stock
         Option under this Plan shall enter into an agreement with the Company
         in a form specified by the Committee agreeing to the terms and
         conditions of the Stock Option and such related matters as the
         Committee shall, in its sole discretion, determine.

                  (g) Cost of Plan. The costs and expenses of administering this
         Plan shall be borne by the Company.

                  (h) Governing Law. This Plan and all actions taken hereunder
         shall be governed by and construed in accordance with the laws of the
         State of Ohio.

                  (i) Effective Date. This Plan shall be effective upon approval
         by the shareholders of the Company.
EXHIBIT 5

                               Opinion of Counsel

                                  July 29, 2005

Board of Directors
First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio  43512

Gentlemen:

         We have acted as counsel for First Defiance Financial Corp., an Ohio
corporation (the "Company"), in connection with the proposed issuance and sale
of the common shares of the Company, par value $.01 per share (the "Common
Shares"), upon the exercise of options granted to purchase such Common Shares
pursuant to the First Defiance Financial Corp. 2005 Stock Option and Incentive
Plan (the "Plan"). In accordance with the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, a Registration Statement
on Form S-8 describing the Plan will be filed with the Securities and Exchange
Commission on or about August 2, 2005(the "Registration Statement"), for the
purpose of registering the 351,000 Common Shares that are reserved for issuance
under the Plan.

         In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation, (a) the Registration Statement; (b) the Company's Articles of
Incorporation, as amended, as certified by the Secretary of the Company; (c) the
Bylaws of the Company, as amended, as certified by the Secretary of the Company;
(d) the resolutions adopted by the Board of Directors of the Company on February
21, 2005, as certified by the Secretary of the Company; (e) the Certificate of
the Inspector of Election for the meeting of the shareholders of the Company
held on April 19, 2005; and (f) such other representations of the Company and
its officers as we have deemed relevant.

         In our examinations, we have assumed the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
and the authenticity of such originals. We have also assumed the due preparation
of share certificates and compliance with applicable federal and state
securities laws.

         Based solely upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the Common Shares shall have been issued by the Company
upon the exercise of the options and payment therefor in full in the manner
provided in the Plan and in the Registration Statement (when it becomes
effective), such Common Shares issued upon the exercise of such options will be
validly issued, fully paid and non-assessable.

         This opinion is limited to the federal laws of the United States and to
the laws of the State of Ohio having effect as of the date hereof. This opinion
is furnished by us solely for the benefit of the Company in connection with the
offering of the Common Shares and the filing of the Registration Statements and
any amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without our specific written consent.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.

                                         Very truly yours,

                                         /s/ Vorys, Sater, Seymour and Pease LLP

                                         VORYS, SATER, SEYMOUR AND PEASE LLP