Exhibit 10.2

                          STOCK OPTION AWARD AGREEMENT
                 PURSUANT TO THE FIRST DEFIANCE FINANCIAL CORP.
                      2001 STOCK OPTION AND INCENTIVE PLAN
                            (Incentive Stock Option)
                            ------------------------

      THIS  AGREEMENT  is made to be effective  as of  _________________  by and
between First Defiance  Financial Corp.  (the  "Company") and  _________________
(the "Optionee").

                                   WITNESSETH:
                                   -----------

      WHEREAS,  pursuant to the provisions of the First Defiance Financial Corp.
2001 Stock Option and Incentive  Plan (the "Plan"),  the Stock Option  Committee
(the  "Committee") has determined that an option to acquire common shares of the
Company,  $0.01 par value per share (the "Common Shares"),  should be granted to
the Optionee upon the terms and conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the above premises and intending to be
legally bound by this Agreement, the parties hereto agree to the following:

      1. Grant of Option. The Company hereby grants to the Optionee an option to
purchase  _________________ Common Shares (the "Option"). The Option is intended
to qualify as an  incentive  stock  option (an "ISO")  under  Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

      2. Terms and Conditions of the Option.
         -----------------------------------

            (A) Option Price. The exercise price (the "Option Price") to be paid
by zthe  Optionee to the  Company  upon the  exercise  of the Option  shall be $
_______ per share,  being 100% of the Fair Market Value (as that term is defined
in the Plan) of a Common Share on (current date).
                                  --------------

            (B) Exercise of the Option.  Subject to the  provisions  of the Plan
and the other provisions of this Agreement,  the Option is first  exercisable in
accordance with the following schedule:

                                                            Number of Common
               Date                                     Shares First Exercisable
               ----                                     ------------------------

      (one year anniversary of grant date)              (20% of shares granted)
      (two year anniversary of grant date)              (20% of shares granted)
      (three year anniversary of grant date)            (20% of shares granted)
      (four year anniversary of grant date)             (20% of shares granted)
      (five year anniversary of grant date)             (20% of shares granted)

<PAGE>

      The Option may be  exercised  to  purchase  less than the total  number of
Common Shares  subject to the Option.  The Option may be exercised by delivering
written  notice of exercise to the Company.  The notice must state the number of
Common Shares to be purchased and must be  accompanied by payment in full of the
Option  Price in cash  unless the  Committee,  in its sole  discretion,  permits
payment of the Option Price in Common Shares already owned by the Optionee or by
the surrender of outstanding awards of Options.

      The Option may not be exercised  unless the Common Shares issued upon such
exercise are first registered  pursuant to any applicable federal and state laws
or regulations or, in the opinion of the counsel to the Company, are exempt from
such  registration.  Nothing contained in the Plan or in this Agreement shall be
construed  to  require  the  Company  to  take  any  action  whatsoever  to make
exercisable  any  Option or to make  transferable  any  shares  issued  upon the
exercise of any Option.

            (C) Option Term. The Option shall expire on (ten year anniversary of
grant date). The Option shall in no event be exercisable after the expiration of
ten (10) years from the date of this Agreement.

            (D)  Change  of  Control.   The  Option  shall  become   immediately
exercisable in the event of a change in control of the Company, as determined by
the  Committee.  "Change in  Control"  shall mean the  acquisition,  directly or
indirectly,  of the beneficial  ownership (as such term is defined under Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended,  and the  rules
promulgated  thereunder) of 25% or more of the outstanding  Common Shares of the
Company  by any  person,  trust,  entity  or  group  or (ii)  the sale of all or
substantially all of the assets of the Company.

      3.  Non-Assignability of the Option. The Option shall not be assignable or
transferable except by will or by the laws of the descent and distribution.  The
terms  and  conditions  of the  Option  shall be  binding  upon  each and  every
executor, administrator, heir, beneficiary, or other successor to the Optionee's
interest.

      4. Incentive Stock Option Qualification.  The Option is intended to be and
ISO under Section 422 of the Code. The Optionee  acknowledges  that in order for
the Option to qualify as an ISO,  the  Optionee  must comply with the  following
additional conditions:

            (A)  The  Optionee  must  remain  employed  by  the  Company  (or  a
subsidiary  of the  Company) at least until  three  months  before the Option is
exercised  (or one year in the case of an Optionee  who is  disabled  within the
meaning of Section  22(e)(3) of the Code);

            (B) The Optionee may not dispose of the Common Shares  acquired upon
the  exercise of the Option (i) within two years of the date of the grant of the
Option,  and (ii) within one year after the date of the  exercise of the Option;
and


                                       2
<PAGE>

            (C) The aggregate  fair market value  (determined  as of the date of
the grant of the  Option) of the Common  Shares  with  respect to which ISOs are
exercisable under all plans of the Company or a subsidiary for the first time by
the Optionee during any calendar year shall not exceed  $100,000,  or such other
limit as may be required by the Code.

      To the  extent  that the  Optionee  does  not  comply  with the  foregoing
conditions,  the  Option  will not be  deemed  to be an ISO  under the Code with
respect to the number of shares that fail to satisfy each of such conditions.

      5.  Governing  Law.  The rights and  obligations  of the  Optionee and the
Company  under this  Agreement  shall be governed by and construed in accordance
with  the  laws  of the  State  of  Ohio  in all  respects,  including,  without
limitation,  matters  relating to the  validity,  construction,  interpretation,
administration,  effect, enforcement and remedies provisions of the Plan and its
rules and regulations, except to the extent preempted by applicable federal law.
All  disputes  and matters  whatsoever  arising  under,  in  connection  with or
incident to this Agreement shall be litigated,  if at all, in and before a court
located in the State of Ohio,  USA, to the  exclusion of the courts of any other
state or country.

      6. Rights and Remedies Cumulative.  All rights and remedies of the Company
and of the Optionee enumerated in this Agreement shall be cumulative and, except
as expressly provided otherwise in this Agreement,  none shall exclude any other
rights or  remedies  allowed  by law or in  equity,  and each of such  rights or
remedies may be exercised and enforced concurrently.

      7.  Captions.  The captions  contained in this Agreement are included only
for  convenience of reference and do not define,  limit,  explain or modify this
Agreement or its interpretation, construction or meaning and are in no way to be
construed as a part of this Agreement.

      8. Severability.  If any provision of this Agreement or the application of
any provision hereof to any person or any circumstance shall be determined to be
invalid or  unenforceable,  then such  determination  shall not affect any other
provision of this  Agreement or the  application  of such provision to any other
person or circumstance, all of which other provisions shall remain in full force
and effect.  It is the  intention  of each party to this  Agreement  that if any
provision of this Agreement is susceptible of two or more constructions,  one of
which would render the  provision  enforceable  and the other or others of which
would render the  provision  unenforceable,  then the  provision  shall have the
meaning which renders it enforceable.

      9. Plan as Controlling. All terms and conditions of the Plan applicable to
options  granted  thereunder  which are not set forth in this Agreement shall be
deemed incorporated herein by reference. In the event that any provision in this
Agreement  conflicts  with any term in the Plan,  the term in the plan  shall be
deemed controlling.


                                       3
<PAGE>

      10. Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the  Company  and the  Optionee  regarding  the  subject  matter of this
Agreement,   and  this  Agreement   supersedes  all  prior  and  contemporaneous
agreements  between the parties hereto in connection  with the subject matter of
this Agreement.  All representations of any type relied upon by the Optionee and
the Company in making this Agreement are specifically set forth herein,  and the
Optionee  and the  Company  each  acknowledge  that they have relied on no other
representation  in  entering  into this  Agreement.  No change,  termination  or
attempted  waiver of any of the  provisions of this  Agreement  shall be binding
upon any party hereto  unless  contained in a writing  signed by the party to be
charged.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed to be effective as of February 21, 2005.

                                        FIRST DEFIANCE FINANCIAL CORP.


                                        By: ____________________________________
                                            William J. Small
                                            its Chairman, President, & CEO

                                        OPTIONEE


                                        ________________________________________
                                        (Optionee's Name)


                                       4