OF FIRST DEFIANCE FINANCIAL CORP.
      1.    PURPOSE. The committee is intended to provide a forum for
            independent Directors to address issues of corporate governance to
            ensure that the board is appropriately constituted and conducts its
            affairs in a manner that will best serve the interest of the Company
            and its shareholders.
      2.    ORGANIZATION. The committee shall consist of at least three
            independent Directors. The Chairman shall be appointed by the
            Committee. The Committee shall meet at least two times each year.
      3.    PRINCIPAL RESPONSIBILITIES. The principal responsibilities of the
            committee shall be as follows:
                  a.    Periodically review and recommend to the Board any
                        appropriate modifications to the Company's Corporate
                        Governance Policy.
                  b.    Periodically review documentation for Code of Ethics and
                        Conflict of Interest for Directors and Senior Officers.
                  c.    Periodically review and recommend to the Board any
                        appropriate changes to the process for evaluation of the
                        CEO, Chairman of the Board and Senior Management.
                  d.    Review and oversee the Board's continuing education and
                        self-assessment process on an annual basis.
                  e.    Evaluate candidates for the position of CEO, Chairman,
                        and Chair of the Executive Committee, as appropriate.
                  f.    In carrying out its duties, the Committee will confer
                        with and solicit the views of the Chairman and CEO.
                  g.    Oversee and review the Corporation's processes of
                        providing information to the Board in a timely manner.
            Board Compensation and Membership
                  a.    Establish criteria for the selection of new directors
                        and nominees for vacancies on the Board.
                  b.    Evaluate the qualifications, skills, and other
                        attributes of nominees.
                  c.    Reassess annually the composition, challenges, and needs
                        of the board as a whole, both in connection with
                        recommending candidates for election to the Board and in
                        analyzing the composition of the Board committees. The
                        assessment of the overall composition of the Board
                        considers issues of judgment, diversity in skills,
                        background and experience.
                  d.    Review the status of a Director for reason of change of
                        employment or other circumstances and make a
                        recommendation regarding his or her suitability for
                        remaining on the Board.
                  e.    Evaluate the performance of any Director whose term is
                        expiring and whether such Director should be invited to
                        stand for reelection.