First Defiance                                                      Exhibit 10.1
Deferred Compensation Plan
Master Plan Document
================================================================================




                           Effective December 31, 2005





                               Copyright (C) 2005
                            By Clark Consulting, Inc.
                           Executive Benefits Practice
                               All Rights Reserved





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First Defiance
Deferred Compensation Plan
Master Plan Document
======================================================================================

                                      TABLE OF CONTENTS
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<S>     <C>                                                                         <C>
ARTICLE 1    Definitions.............................................................1


ARTICLE 2    Selection, Enrollment, Eligibility......................................6

      2.1    Selection by Committee..................................................6
      2.2    Enrollment and Eligibility Requirements; Commencement of Participation..6
      2.3    Termination of a Participant's Eligibility..............................7

ARTICLE 3    Deferral Commitments/Company Contribution Amounts/
             Vesting/Crediting/Taxes.................................................7

      3.1    Minimum Deferrals.......................................................7
      3.2    Maximum Deferral........................................................8
      3.3    Election to Defer; Effect of Election Form..............................8
      3.4    Withholding and Crediting of Annual Deferral Amounts....................9
      3.5    Company Contribution Amount.............................................9
      3.6    Crediting of Amounts after Benefit Distribution........................10
      3.7    Vesting................................................................10
      3.8    Crediting/Debiting of Account Balances.................................10
      3.9    FICA and Other Taxes...................................................12

ARTICLE 4    Scheduled Distribution; Unforeseeable Financial Emergencies............13

      4.1    Scheduled Distribution.................................................13
      4.2    Postponing Scheduled Distributions.....................................13
      4.3    Other Benefits Take Precedence Over Scheduled Distributions............14
      4.4    Payout/Suspensions for Unforeseeable Financial Emergencies.............14

ARTICLE 5    Retirement Benefit.....................................................15

      5.1    Retirement Benefit.....................................................15
      5.2    Payment of Retirement Benefit..........................................15

ARTICLE 6    Termination Benefit....................................................16

      6.1    Termination Benefit....................................................16
      6.2    Payment of Termination Benefit.........................................16

ARTICLE 7    Disability Benefit.....................................................16

      7.1    Disability Benefit.....................................................16
      7.2    Payment of Disability Benefit..........................................16

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First Defiance
Deferred Compensation Plan
Master Plan Document
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ARTICLE 8    Death Benefit..........................................................17

      8.1    Death Benefit..........................................................17
      8.2    Payment of Death Benefit...............................................17

ARTICLE 9    Beneficiary Designation................................................17

      9.1    Beneficiary............................................................17
      9.2    Beneficiary Designation; Change; Spousal Consent.......................17
      9.3    Acknowledgement........................................................17
      9.4    No Beneficiary Designation.............................................17
      9.5    Doubt as to Beneficiary................................................17
      9.6    Discharge of Obligations...............................................18

ARTICLE 10   Leave of Absence.......................................................18

      10.1   Paid Leave of Absence..................................................18
      10.2   Unpaid Leave of Absence................................................18

ARTICLE 11   Termination of Plan, Amendment or Modification.........................19

      11.1   Termination of Plan....................................................19
      11.2   Amendment..............................................................19
      11.3   Plan Agreement.........................................................19
      11.4   Effect of Payment......................................................20

ARTICLE 12   Administration.........................................................20

      12.1   Committee Duties.......................................................20
      12.2   Administration Upon Change In Control..................................20
      12.3   Agents.................................................................20
      12.4   Binding Effect of Decisions............................................20
      12.5   Indemnity of Committee.................................................21
      12.6   Employer Information...................................................21

ARTICLE 13   Other Benefits and Agreements..........................................21

      13.1   Coordination with Other Benefits.......................................21

ARTICLE 14   Claims Procedures......................................................21

      14.1   Presentation of Claim..................................................21
      14.2   Notification of Decision...............................................21
      14.3   Review of a Denied Claim...............................................22
      14.4   Decision on Review.....................................................22
      14.5   Legal Action...........................................................23

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Deferred Compensation Plan
Master Plan Document
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ARTICLE 15   Trust..................................................................23

      15.1   Establishment of the Trust.............................................23
      15.2   Interrelationship of the Plan and the Trust............................23
      15.3   Distributions From the Trust...........................................23

ARTICLE 16   Miscellaneous..........................................................23

      16.1   Status of Plan.........................................................23
      16.2   Unsecured General Creditor.............................................23
      16.3   Employer's Liability...................................................23
      16.4   Nonassignability.......................................................24
      16.5   Not a Contract of Employment...........................................24
      16.6   Furnishing Information.................................................24
      16.7   Terms..................................................................24
      16.8   Captions...............................................................24
      16.9   Governing Law..........................................................24
      16.10  Notice.................................................................24
      16.11  Successors.............................................................25
      16.12  Spouse's Interest......................................................25
      16.13  Validity...............................................................25
      16.14  Incompetent............................................................25
      16.15  Court Order............................................................25
      16.16  Insurance..............................................................25

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First Defiance
Deferred Compensation Plan
Master Plan Document
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                                 FIRST DEFIANCE
                           DEFERRED COMPENSATION PLAN
                           Effective December 31, 2005

                                     Purpose
                                     -------

      The purpose of this Plan is to provide specified benefits to Directors and
a select group of management  or highly  compensated  Employees  who  contribute
materially to the continued  growth,  development and future business success of
First Defiance  Financial Corp., an Ohio  corporation,  and its subsidiaries and
affiliates,  if any, that sponsor this Plan. This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.

      Effective  December 31, 2005 (the "Restatement  Date"),  the provisions of
this Plan shall amend and restate the plan  provisions  of each Salary  Deferral
Plan, effective as of September 1, 2002, entered into between First Federal Bank
of the City of Defiance, State of Ohio, and the applicable individual identified
in such  agreement,  including  such  agreements as have been attested to by the
First Federal Bank of the Midwest (each, a "Salary Deferral Plan"), with respect
to amounts  credited to such Salary  Deferral  Plan.  Any and all such  balances
accrued by a Participant  under a Salary  Deferral Plan shall be credited to the
Participant's  "Transfer  Account"  (subject to the terms and conditions of this
Plan) on or around the Restatement Date.

      The Plan is intended to comply with all  applicable  law,  including  Code
Section  409A and  related  Treasury  guidance  and  Regulations,  and  shall be
operated and interpreted in accordance with this intention.  Consistent with the
foregoing,  and in order to transition the  arrangements  described above to the
requirements of Code Section 409A and related Treasury guidance and Regulations,
the Committee has made  available to  Participants  certain  limited  transition
relief  described  more fully in  Appendix A of this Plan,  in  accordance  with
Notice 2005-1 promulgated pursuant to Code Section 409A.


                                    ARTICLE 1
                                   Definitions
                                   -----------

      For the purposes of this Plan,  unless otherwise clearly apparent from the
context,  the  following  phrases or terms  shall have the  following  indicated
meanings:

1.1   "Account  Balance" shall mean, with respect to a Participant,  an entry on
      the records of the Employer  equal to the sum of (i) the Deferral  Account
      balance,  (ii) the  Company  Contribution  Account  balance  and (iii) the
      Participant's  Transfer  Account  balance.  The Account Balance shall be a
      bookkeeping  entry only and shall be  utilized  solely as a device for the
      measurement and  determination of the amounts to be paid to a Participant,
      or his or her designated Beneficiary, pursuant to this Plan.

1.2   "Annual Deferral  Amount" shall mean that portion of a Participant's  Base
      Salary,  Bonus,  Commissions,  Director  Fees  and  LTIP  Amounts  that  a
      Participant  defers in  accordance  with  Article 3 for any one Plan Year,
      without  regard to whether such  amounts are withheld and credited  during
      such Plan Year. In the event of a  Participant's  Retirement,  Disability,
      death or

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      Termination  of  Employment  prior to the end of a Plan Year,  such year's
      Annual  Deferral  Amount shall be the actual amount withheld prior to such
      event.

1.3   "Annual  Installment  Method" shall be an annual installment  payment over
      the number of years selected by the  Participant  in accordance  with this
      Plan,  calculated as follows:  (i) for the first annual  installment,  the
      Participant's  vested Account  Balance shall be calculated as of the close
      of business on or around the Participant's  Benefit  Distribution Date, as
      determined by the Committee in its sole discretion, and (ii) for remaining
      annual  installments,  the  Participant's  vested Account Balance shall be
      calculated on every  anniversary of such calculation  date, as applicable.
      Each annual installment shall be calculated by multiplying this balance by
      a fraction,  the numerator of which is one and the denominator of which is
      the remaining number of annual payments due to the Participant.  By way of
      example,  if the  Participant  elects a ten (10) year  Annual  Installment
      Method for the Retirement Benefit,  the first payment shall be 1/10 of the
      vested Account Balance,  calculated as described in this  definition.  The
      following  year, the payment shall be 1/9 of the vested  Account  Balance,
      calculated as described in this definition.  Shares of Stock that shall be
      distributable from a Participant's Deferral Account shall be distributable
      in  shares  of  actual  Stock in the  same  manner  previously  described.
      However,  the  Committee  may, in its sole  discretion,  adjust the annual
      installments in order to distribute whole shares of actual Stock.

1.4   "Base Salary" shall mean the annual cash compensation relating to services
      performed  during  any  calendar  year,   excluding   distributions   from
      nonqualified deferred compensation plans, bonuses, commissions,  overtime,
      fringe benefits, stock options,  relocation expenses,  incentive payments,
      non-monetary  awards,  director fees and other fees,  and  automobile  and
      other  allowances paid to a Participant for employment  services  rendered
      (whether  or not such  allowances  are  included in the  Employee's  gross
      income). Base Salary shall be calculated before reduction for compensation
      voluntarily  deferred or  contributed by the  Participant  pursuant to all
      qualified or nonqualified plans of any Employer and shall be calculated to
      include amounts not otherwise  included in the Participant's  gross income
      under Code Sections 125,  402(e)(3),  402(h),  or 403(b) pursuant to plans
      established by any Employer; provided, however, that all such amounts will
      be included in compensation only to the extent that had there been no such
      plan, the amount would have been payable in cash to the Employee.

1.5   "Beneficiary"  shall mean one or more  persons,  trusts,  estates or other
      entities,  designated in  accordance  with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.6   "Beneficiary  Designation  Form" shall mean the form established from time
      to time by the Committee that a Participant  completes,  signs and returns
      to the Committee to designate one or more Beneficiaries.

1.7   "Benefit Distribution Date" shall mean the date that triggers distribution
      of  a  Participant's  vested  Account  Balance.  A  Participant's  Benefit
      Distribution  Date shall be determined  upon the  occurrence of any one of
      the following:

      (a)   If the Participant  Retires,  his or her Benefit  Distribution  Date
            shall be the last day of the six-month period immediately  following
            the date on which the Participant Retires; provided, however, in the
                                                       -----------------
            event the Participant changes his or her Retirement Benefit

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Deferred Compensation Plan
Master Plan Document
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      election  in  accordance   with  Section   5.2(b),   his  or  her  Benefit
      Distribution Date shall be postponed in accordance with Section 5.2(b); or

      (b)   If the Participant  experiences a Termination of Employment,  his or
            her Benefit Distribution Date shall be the last day of the six-month
            period  immediately  following  the  date on which  the  Participant
            experiences a Termination of Employment; or

      (c)   The date on which the  Committee  is  provided  with  proof  that is
            satisfactory  to the Committee of the  Participant's  death,  if the
            Participant  dies prior to the complete  distribution  of his or her
            vested Account Balance; or

      (d)   The date on which the Participant becomes Disabled.

1.8   "Board" shall mean the board of directors of the Company.

1.9   "Bonus"  shall  mean  any  compensation,   in  addition  to  Base  Salary,
      Commissions  and  LTIP  Amounts,  earned  by a  Participant  for  services
      rendered  during a Plan Year,  under any Employer's  annual bonus and cash
      incentive  plans,  or other  arrangement  designated by the Committee,  as
      further specified on an Election Form.

1.10  "Change in Control" shall mean any "change in control event" as defined in
      accordance with Treasury guidance and Regulations  related to Code Section
      409A,  including but not limited to Notice 2005-1 and such other  Treasury
      guidance or Regulations issued after the effective date of this Plan.

1.11  "Claimant" shall have the meaning set forth in Section 14.1.

1.12  "Code" shall mean the Internal  Revenue Code of 1986, as it may be amended
      from time to time.

1.13  "Commissions" shall mean the cash commissions earned by a Participant from
      any Employer for services  rendered during a Plan Year,  excluding  Bonus,
      LTIP  Amounts  or other  additional  incentives  or  awards  earned by the
      Participant.

1.14  "Committee" shall mean the committee described in Article 12.

1.15  "Company" shall mean First Defiance  Financial Corp., an Ohio corporation,
      and any successor to all or  substantially  all of the Company's assets or
      business.

1.16  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Company Contribution Amounts, plus (ii) amounts credited or debited to the
      Participant's  Company  Contribution Account in accordance with this Plan,
      less  (iii)  all  distributions  made  to  the  Participant  or his or her
      Beneficiary pursuant to this Plan that relate to the Participant's Company
      Contribution Account.

1.17  "Company  Contribution  Amount"  shall  mean,  for any one Plan Year,  the
      amount determined in accordance with Section 3.5.

1.18  "Death Benefit" shall mean the benefit set forth in Article 8.

1.19  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral   Amounts,   plus  (ii)  amounts   credited  or  debited  to  the
      Participant's  Deferral  Account in accordance  with this Plan, less (iii)
      all  distributions  made  to the  Participant  or  his or her  Beneficiary
      pursuant to this Plan that relate to his or her Deferral Account.

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Master Plan Document
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1.20  "Director"  shall  mean  any  member  of the  board  of  directors  of any
      Employer.

1.21  "Director  Fees" shall mean the annual fees earned by a Director  from any
      Employer,  including  retainer fees and meetings fees, as compensation for
      serving on the board of directors.

1.22  "Disability" or "Disabled"  shall mean that a Participant is (i) unable to
      engage in any  substantial  gainful  activity  by reason of any  medically
      determinable physical or mental impairment which can be expected to result
      in death or can be  expected to last for a  continuous  period of not less
      than 12 months, or (ii) by reason of any medically  determinable  physical
      or mental  impairment  which can be  expected to result in death or can be
      expected  to last for a  continuous  period  of not less  than 12  months,
      receiving  income  replacement  benefits  for a period  of not less than 3
      months  under  an  accident  or  health  plan  covering  employees  of the
      Participant's Employer.

1.23  "Disability Benefit" shall mean the benefit set forth in Article 7.

1.24  "Election  Form" shall mean the form,  which may be in electronic  format,
      established  from  time  to  time  by the  Committee  that  a  Participant
      completes,  signs and returns to the  Committee to make an election  under
      the Plan.

1.25  "Employee" shall mean a person who is an employee of any Employer.

1.26  "Employer(s)"  shall mean the Company  and/or any of its  subsidiaries  or
      affiliates  (now in existence or hereafter  formed or acquired)  that have
      been selected by the Board to participate in the Plan and have adopted the
      Plan as a sponsor.

1.27  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      it may be amended from time to time.

1.28  "LTIP Amounts" shall mean any portion of the compensation  attributable to
      a Plan  Year  that is earned by a  Participant  as an  Employee  under any
      Employer's  long-term  incentive  plan or any  other  long-term  incentive
      arrangement designated by the Committee.

1.29  "Participant"  shall mean any  Employee or Director (i) who is selected to
      participate  in the Plan,  (ii) who  submits an executed  Plan  Agreement,
      Election Form and Beneficiary  Designation Form, which are accepted by the
      Committee, and (iii) whose Plan Agreement has not terminated.

1.30  "Plan" shall mean the First Defiance  Deferred  Compensation  Plan,  which
      shall be evidenced by this instrument and by each Plan Agreement,  as they
      may be amended from time to time.

1.31  "Plan  Agreement" shall mean a written  agreement,  as may be amended from
      time to time,  which is  entered  into by and  between an  Employer  and a
      Participant.  Each  Plan  Agreement  executed  by a  Participant  and  the
      Participant's  Employer shall provide for the entire benefit to which such
      Participant is entitled under the Plan; should there be more than one Plan
      Agreement, the Plan Agreement bearing the latest date of acceptance by the
      Employer  shall  supersede all previous Plan  Agreements in their entirety
      and shall govern such entitlement.  The terms of any Plan Agreement may be
      different  for  any  Participant,  and  any  Plan  Agreement  may  provide
      additional  benefits  not set  forth  in the Plan or  limit  the  benefits
      otherwise  provided  under  the  Plan;  provided,  however,  that any such
      additional  benefits or benefit  limitations must be agreed to by both the
      Employer and the Participant.

1.32  "Plan Year" shall mean a period  beginning  on January 1 of each  calendar
      year and continuing through December 31 of such calendar year.

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Deferred Compensation Plan
Master Plan Document
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1.33  "Retirement",  "Retire(s)"  or  "Retired"  shall mean,  with respect to an
      Employee,  separation from service with all Employers for any reason other
      than a leave of absence, death or Disability,  as determined in accordance
      with Code Section 409A and related Treasury  guidance and Regulations,  on
      or after  the  attainment  of age  fifty-five  (55) with five (5) Years of
      Service; and shall mean with respect to a Director who is not an Employee,
      separation from service as a Director with all Employers. If a Participant
      is both an Employee and a Director, Retirement shall not occur until he or
      she Retires as both an Employee and a Director.

1.34  "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.35  "Scheduled  Distribution" shall mean the distribution set forth in Section
      4.1.

1.36  "Stock" shall mean First Defiance  Financial Corp. common stock, $0.01 par
      value,  or any other equity  securities  of the Company  designated by the
      Committee.

1.37  "Terminate the Plan", "Termination of the Plan" shall mean a determination
      by an Employer's board of directors that (i) all of its Participants shall
      no longer be  eligible  to  participate  in the  Plan,  (ii) all  deferral
      elections  for  such   Participants   shall  terminate,   and  (iii)  such
      Participants shall no longer be eligible to receive company  contributions
      under this Plan.

1.38  "Termination Benefit" shall mean the benefit set forth in Article 6.

1.39  "Termination  of Employment"  shall mean the separation  from service with
      all  Employers,  voluntarily or  involuntarily,  for any reason other than
      Retirement,  Disability,  death  or an  authorized  leave of  absence,  as
      determined  in  accordance  with Code  Section  409A and related  Treasury
      guidance  and  Regulations.  If a  Participant  is both an Employee  and a
      Director,   a  Termination  of  Employment   shall  occur  only  upon  the
      termination of the last position held.

1.40  "Trust"  shall  mean one or more  trusts  established  by the  Company  in
      accordance with Article 15.

1.41  "Unforeseeable  Financial Emergency" shall mean an unforeseeable emergency
      that is caused by an event  beyond  the  control of the  Participant  that
      would result in severe  financial  hardship to the  Participant  resulting
      from (i) a sudden and unexpected  illness or accident of the  Participant,
      the  Participant's  spouse,  or a dependent  (as  defined in Code  Section
      152(a)) of the Participant,  (ii) a loss of the Participant's property due
      to casualty,  or (iii) such other similar  extraordinary and unforeseeable
      circumstances  arising  as a result of events  beyond  the  control of the
      Participant, all as determined in the sole discretion of the Committee.

1.42  "Years of  Service"  shall mean the total  number of full years in which a
      Participant  has been employed by one or more  Employers.  For purposes of
      this  definition,  a year of employment  shall be a 365 day period (or 366
      day  period  in the  case of a leap  year)  that,  for the  first  year of
      employment,  commences on the Employee's  date of hiring and that, for any
      subsequent  year,  commences on an  anniversary  of that hiring date.  The
      Committee  shall make a  determination  as to whether any partial  year of
      employment shall be counted as a Year of Service.

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First Defiance
Deferred Compensation Plan
Master Plan Document
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                                    ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1   Selection  by  Committee.  Participation  in the Plan  shall be limited to
      ------------------------
      Directors  and, as determined by the Committee in its sole  discretion,  a
      select group of management or highly compensated Employees.  The Committee
      shall determine,  in its sole  discretion,  from among the select group of
      management or highly compensated  Employees,  which Employees may actually
      participate in this Plan.

2.2   Enrollment and Eligibility Requirements; Commencement of Participation.
      ----------------------------------------------------------------------

      (a)   As a condition to participation,  each Director or selected Employee
            who is eligible to participate in the Plan effective as of the first
            day of a  Plan  Year  shall  complete,  execute  and  return  to the
            Committee  a Plan  Agreement,  an  Election  Form and a  Beneficiary
            Designation  Form, prior to the first day of such Plan Year, or such
            other earlier deadline as may be established by the Committee in its
            sole  discretion.  In addition,  the Committee  shall establish from
            time to time such other enrollment requirements as it determines, in
            its sole discretion, are necessary.

      (b)   A Director  or  selected  Employee  who first  becomes  eligible  to
            participate  in this  Plan  after  the first day of a Plan Year must
            complete these requirements  within thirty (30) days after he or she
            first becomes  eligible to  participate  in the Plan, or within such
            other earlier  deadline as may be established  by the Committee,  in
            its sole discretion,  in order to participate for that Plan Year. In
            such  event,  such  person's  participation  in this Plan  shall not
            commence earlier than the date determined by the Committee  pursuant
            to Section  2.2(c) and such person  shall not be  permitted to defer
            under this Plan any portion of his or her Base Salary,  Bonus,  LTIP
            Amounts, Commissions and/or Director Fees that are paid with respect
            to services performed prior to his or her participation commencement
            date,  except to the extent  permissible under Code Section 409A and
            related Treasury guidance or Regulations.

      (c)   Each Director or selected Employee who is eligible to participate in
            the Plan shall commence  participation  in the Plan on the date that
            the Committee determines, in its sole discretion,  that the Director
            or Employee has met all  enrollment  requirements  set forth in this
            Plan and required by the Committee, including returning all required
            documents  to  the  Committee  within  the  specified  time  period.
            Notwithstanding  the  foregoing,  the  Committee  shall process such
            Participant's   deferral   election  as  soon  as   administratively
            practicable  after  such  deferral  election  is  submitted  to  and
            accepted by the Committee.

      (d)   If a  Director  or  an  Employee  fails  to  meet  all  requirements
            contained  in this  Section  2.2 within the  period  required,  that
            Director or Employee  shall not be  eligible to  participate  in the
            Plan during such Plan Year.

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Deferred Compensation Plan
Master Plan Document
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2.3   Termination of a Participant's  Eligibility.  If the Committee  determines
      -------------------------------------------
      that an Employee  Participant no longer  qualifies as a member of a select
      group of management or highly compensated employees, as membership in such
      group is  determined in accordance  with  Sections  201(2),  301(a)(3) and
      401(a)(1) of ERISA,  or that the inclusion of Directors in this Plan could
      jeopardize the status of this Plan as a plan intended to be "unfunded" and
      "maintained by an employer primarily for the purpose of providing deferred
      compensation  for a  select  group of  management  or  highly  compensated
      employees"  within the meaning of ERISA  Sections  201(2),  301(a)(3)  and
      401(a)(1), the Committee shall have the right, in its sole discretion,  to
      (i)  terminate  any  deferral  election the  Participant  has made for the
      remainder   of  the  Plan  Year  in  which  the   Committee   makes   such
      determination,  (ii) prevent the  Participant  from making future deferral
      elections,  and/or  (iii) take  further  action that the  Committee  deems
      appropriate.  Notwithstanding the foregoing, in the event of a Termination
      of the Plan, the termination of the affected Participants' eligibility for
      participation  in the Plan shall not be governed by this  Section 2.3, but
      rather shall be governed by Section  11.1. In the event that a Participant
      is  no  longer  eligible  to  defer  compensation  under  this  Plan,  the
      Participant's  Account  Balance shall continue to be governed by the terms
      of this Plan until such time as the Participant's  Account Balance is paid
      in accordance with the terms of this Plan.


                                    ARTICLE 3
               Deferral Commitments/Company Contribution Amounts/
               --------------------------------------------------
                             Vesting/Crediting/Taxes
                             -----------------------

3.1   Minimum Deferrals.
      -----------------

      (a)   Annual Deferral Amount.  For each Plan Year, a Participant may elect
            ----------------------
            to defer, as his or her Annual Deferral Amount, Base Salary,  Bonus,
            Commissions,  LTIP Amounts  and/or  Director  Fees in the  following
            minimum amounts for each deferral elected:

            -----------------------------------------------------------
                         Deferral                        Minimum Amount
            -----------------------------------------------------------
            Base Salary, Bonus, Commissions            $2,000 aggregate
            and/or LTIP Amounts
            -----------------------------------------------------------
            Director Fees                                     $0
            -----------------------------------------------------------

            If the Committee  determines,  in its sole discretion,  prior to the
            beginning of a Plan Year that a Participant has made an election for
            less than the stated minimum amounts, or if no election is made, the
            amount deferred shall be zero. If the Committee  determines,  in its
            sole discretion, at any time after the beginning of a Plan Year that
            a Participant  has deferred less than the stated minimum amounts for
            that Plan Year,  any amount  credited to the  Participant's  Account
            Balance  as the Annual  Deferral  Amount for that Plan Year shall be
            distributed to the Participant within sixty (60) days after the last
            day of the Plan Year in which the Committee  determination was made.

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      (b)   Short Plan Year.  Notwithstanding  the  foregoing,  if a Participant
            ---------------
            first becomes a Participant  after the first day of a Plan Year, the
            minimum  Annual  Deferral  Amount  shall be an  amount  equal to the
            minimum set forth above,  multiplied by a fraction, the numerator of
            which is the number of complete  months  remaining  in the Plan Year
            and the denominator of which is 12.

3.2   Maximum Deferral.
      ----------------

      (a)   Annual Deferral Amount.  For each Plan Year, a Participant may elect
            ----------------------
            to defer, as his or her Annual Deferral Amount, Base Salary,  Bonus,
            Commissions,  LTIP Amounts and/or  Director Fees up to the following
            maximum percentages for each deferral elected:

             ------------------------------------------------------------
                            Deferral                  Maximum Percentage
             ------------------------------------------------------------
             Base Salary                                      80%
             ------------------------------------------------------------
             Bonus                                           100%
             ------------------------------------------------------------
             Commissions                                      80%
             ------------------------------------------------------------
             LTIP Amounts                                    100%
             ------------------------------------------------------------
             Director Fees                                   100%
             ------------------------------------------------------------

      (b)   Short Plan Year.  Notwithstanding  the  foregoing,  if a Participant
            ---------------
            first becomes a Participant  after the first day of a Plan Year, the
            maximum  Annual  Deferral  Amount  shall be limited to the amount of
            compensation  not yet earned by the  Participant  as of the date the
            Participant  submits  a Plan  Agreement  and  Election  Form  to the
            Committee for  acceptance,  except to the extent  permissible  under
            Code Section 409A and related Treasury guidance or Regulations.

3.3   Election to Defer; Effect of Election Form.
      ------------------------------------------

      (a)   First Plan Year. In connection with a Participant's  commencement of
            ---------------
            participation in the Plan, the Participant shall make an irrevocable
            deferral  election  for the  Plan  Year  in  which  the  Participant
            commences participation in the Plan, along with such other elections
            as the Committee  deems  necessary or desirable  under the Plan. For
            these elections to be valid, the Election Form must be completed and
            signed by the  Participant,  timely  delivered to the  Committee (in
            accordance with Section 2.2 above) and accepted by the Committee.

      (b)   Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
            ---------------------
            deferral  election for that Plan Year,  and such other  elections as
            the Committee deems necessary or desirable under the Plan,  shall be
            made by timely  delivering a new Election Form to the Committee,  in
            accordance with its rules and procedures, before the end of the Plan
            Year  preceding  the Plan Year for which the election is made. If no
            such Election Form is timely  delivered for a Plan Year,  the Annual
            Deferral Amount shall be zero for that Plan Year.

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      (c)   Performance-Based  Compensation.  Notwithstanding the foregoing, the
            -------------------------------
            Committee may, in its sole discretion, determine that an irrevocable
            deferral election pertaining to  performance-based  compensation may
            be made by timely  delivering an Election Form to the Committee,  in
            accordance  with its rules  and  procedures,  no later  than six (6)
            months   before  the  end  of  the   performance   service   period.
            "Performance-based  compensation"  shall  be  compensation  based on
            services  performed over a period of at least twelve (12) months, in
            accordance with Code Section 409A and related  Treasury  guidance or
            Regulations.  Until  such time as  Treasury  guidance  provides  the
            requirements   for  an  amount  to  qualify  as   "performance-based
            compensation" under Code Section 409A, the Committee may utilize the
            definition  of "bonus  compensation"  provided  in  Treasury  Notice
            2005-1 in determining which amounts may be deferred by delivering an
            Election Form to the  Committee,  in  accordance  with its rules and
            procedures,  no later  than  six (6)  months  before  the end of the
            performance service period.

3.4   Withholding and Crediting of Annual Deferral Amounts.
      ----------------------------------------------------

      (a)   For each Plan Year, the Base Salary  portion of the Annual  Deferral
            Amount shall be withheld from each  regularly  scheduled Base Salary
            payroll  in  equal  amounts,  as  adjusted  from  time to  time  for
            increases and decreases in Base Salary. The Bonus, Commissions, LTIP
            Amounts and/or  Director Fees portion of the Annual  Deferral Amount
            shall be withheld at the time the Bonus,  Commissions,  LTIP Amounts
            or Director Fees are or otherwise would be paid to the  Participant,
            whether  or not this  occurs  during  the Plan Year  itself.  Annual
            Deferral  Amounts  shall be  credited  to a  Participant's  Deferral
            Account at the time such amounts would  otherwise  have been paid to
            the Participant.

      (b)   Notwithstanding  any  provision  or election  under this Plan to the
            contrary,  if  necessary  to  comply  with Code  Section  409A or to
            facilitate  administration  of the  Company's  payroll  system,  the
            Committee,  in its sole  discretion,  may  choose to either  (i) not
            withhold  Base Salary or  Commissions  during any payroll  period in
            which any  portion  of such Base  Salary or  Commissions  relates to
            services  performed  in a prior Plan  Year,  or (ii)  withhold  Base
            Salary or Commissions during any payroll period in which any portion
            of such Base Salary or Commissions  relates to services performed in
            a prior  Plan Year in  accordance  with the  Participant's  deferral
            election submitted for the prior Plan Year. Accordingly, in order to
            carry out the intent of this  provision,  the Committee may adjust a
            Participant's Base Salary or Commissions deferral election submitted
            pursuant to this Article 3.

3.5   Company Contribution Amount.
      ---------------------------

      (a)   For each Plan Year, an Employer may be required to credit amounts to
            a  Participant's  Company  Contribution  Account in accordance  with
            employment or other agreements  entered into between the Participant
            and the  Employer.  Such  amounts  shall be  credited on the date or
            dates prescribed by such agreements.

      (b)   For each Plan Year, an Employer, in its sole discretion, may, but is
            not required to,  credit any amount it desires to any  Participant's
            Company  Contribution Account under this Plan, which amount shall be
            for that Participant the Company  Contribution  Amount for that Plan
            Year.  The amount so  credited  to a  Participant  may be smaller or
            larger than the amount  credited to any other  Participant,  and the
            amount credited to any Participant for a

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            Plan Year may be zero,  even  though one or more other  Participants
            receive a  Company  Contribution  Amount  for that  Plan  Year.  The
            Company  Contribution  Amount  described in this Section 3.5(b),  if
            any,  shall be credited on a date or dates to be  determined  by the
            Committee, in its sole discretion.

3.6   Crediting  of Amounts  after  Benefit  Distribution.  Notwithstanding  any
      ---------------------------------------------------
      provision in this Plan to the contrary,  should the complete  distribution
      of a Participant's vested Account Balance occur prior to the date on which
      any portion of the Annual  Deferral  Amount that a Participant has elected
      to defer in  accordance  with  Section  3.3, or the  Company  Contribution
      Amount, would otherwise be credited to the Participant's  Account Balance,
      such amounts shall not be credited to the  Participant's  Account Balance,
      but  shall  be paid  to the  Participant  in a  manner  determined  by the
      Committee,  in  its  sole  discretion.  However,  should  an  issue  arise
      regarding the  application  of this Section 3.6, the Committee may provide
      for its resolution in accordance with the powers provided to the Committee
      under  Section  12.1 and in  accordance  with the intent of this Plan,  as
      described in Section 16.1.

3.7   Vesting.
      -------

      (a)   A  Participant  shall  at all  times  be 100%  vested  in his or her
            Deferral Account and Transfer Account.

      (b)   A  Participant  shall be vested in his or her  Company  Contribution
            Account in accordance with the vesting  schedule(s) set forth in his
            or her Plan Agreement,  employment  agreement or any other agreement
            entered into between the Participant and his or her Employer. If not
            addressed in such agreements, a Participant shall vest in his or her
            Company  Contribution  Account in accordance with a vesting schedule
            declared by the Committee in its sole discretion.

      (c)   Notwithstanding  anything to the contrary  contained in this Section
            3.7, upon a  Participant's  (i) death while employed by an Employer,
            (ii)  Disability,  or (iii)  Retirement  that occurs on or after the
            Participant's  attainment of age sixty-five (65), the  Participant's
            Company  Contribution  Account shall immediately  become 100% vested
            (if it is not already  vested in  accordance  with the above vesting
            schedules).

3.8   Crediting/Debiting  of Account  Balances.  In accordance with, and subject
      ----------------------------------------
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole discretion, amounts shall be credited or debited to
      a Participant's Account Balance in accordance with the following rules:

      (a)   Measurement  Funds.  Subject  to the  restrictions  found in Section
            ------------------
            3.8(c)  below,  the  Participant  may  elect  one  or  more  of  the
            measurement funds selected by the Committee, in its sole discretion,
            which are based on certain mutual funds (the  "Measurement  Funds"),
            for the purpose of crediting or debiting  additional  amounts to his
            or her Account Balance. As necessary, the Committee may, in its sole
            discretion,  discontinue, substitute or add a Measurement Fund. Each
            such  action  will  take  effect  as of the  first  day of the first
            calendar quarter that begins at least thirty (30) days after the day
            on which the Committee gives Participants  advance written notice of
            such change.

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      (b)   Election of Measurement Funds.  Subject to the restrictions found in
            -----------------------------
            Section 3.8(c) below, a Participant,  in connection  with his or her
            initial  deferral  election in accordance with Section 3.3(a) above,
            shall elect, on the Election Form, one or more  Measurement  Fund(s)
            (as  described in Section  3.8(a) above) to be used to determine the
            amounts to be credited or debited to his or her Account Balance.  If
            a  Participant  does  not  elect  any of the  Measurement  Funds  as
            described  in  the  previous  sentence,  the  Participant's  Account
            Balance  shall  automatically  be  allocated  into  the  lowest-risk
            Measurement  Fund,  as  determined  by the  Committee,  in its  sole
            discretion.  Subject to the  restrictions  found in  Section  3.8(c)
            below,  the  Participant  may (but is not  required  to)  elect,  by
            submitting an Election Form to the Committee that is accepted by the
            Committee,  to add or delete one or more  Measurement  Fund(s) to be
            used to  determine  the  amounts to be credited or debited to his or
            her Account Balance,  or to change the portion of his or her Account
            Balance  allocated to each  previously or newly elected  Measurement
            Fund.  If an  election  is  made in  accordance  with  the  previous
            sentence,  it  shall  apply  as of the  first  business  day  deemed
            reasonably practicable by the Committee, in its sole discretion, and
            shall  continue  thereafter  for each  subsequent  day in which  the
            Participant  participates in the Plan,  unless changed in accordance
            with the  previous  sentence.  Notwithstanding  the  foregoing,  the
            Committee,  in its sole  discretion,  may impose  limitations on the
            frequency with which one or more of the Measurement Funds elected in
            accordance  with  this  Section  may be  added  or  deleted  by such
            Participant; furthermore, the Committee, in its sole discretion, may
            impose  limitations on the frequency with which the  Participant may
            change the portion of his or her Account  Balance  allocated to each
            previously or newly elected Measurement Fund.

      (c)   First Defiance Stock Unit Fund.
            ------------------------------

            (i)   The  Committee,   in  its  sole   discretion,   may  permit  a
                  Participant to initially elect to irrevocably  allocate all or
                  a portion of his or her future  Director  Fees,  in accordance
                  with the terms of this Plan, to the First  Defiance Stock Unit
                  Fund.  Any deferrals of Director  Fees  allocated to the First
                  Defiance  Stock  Unit  Fund  by  such  Participant  cannot  be
                  re-allocated to any other  Measurement  Fund and shall only be
                  distributable in actual shares of Stock.

            (ii)  Any  stock   dividends,   cash  dividends  or  other  non-cash
                  dividends  that would have been payable on the Stock  credited
                  to such Participant's Account Balance shall be credited to the
                  Participant's Account Balance in the form of additional shares
                  of Stock and shall  automatically and irrevocably be deemed to
                  be  re-invested  in the First  Defiance  Stock Unit Fund until
                  such amounts are distributed to the Participant. The number of
                  shares  credited to the  Participant  for a  particular  stock
                  dividend  shall be equal to (a) the  number of shares of Stock
                  credited  to  the  Participant's  Account  Balance  as of  the
                  payment  date for such  dividend  in  respect of each share of
                  Stock,   multiplied   by  (b)  the  number  of  additional  or
                  fractional  shares of Stock  actually  paid as a  dividend  in
                  respect of each share of Stock.  The number of shares credited
                  to the  Participant  for a particular  cash  dividend or other
                  non-cash  dividend  shall be equal to (a) the number of shares
                  of Stock credited to the  Participant's  Account Balance as of
                  the payment date for such dividend in respect of each share of
                  Stock,  multiplied  by  (b)  the  fair  market  value  of  the

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                  dividend,  divided by (c) the "fair market value" of the Stock
                  on the payment date for such dividend.

            (iii) The number of shares of Stock  credited  to the  Participant's
                  Account Balance may be adjusted by the Committee,  in its sole
                  discretion,    to   prevent   dilution   or   enlargement   of
                  Participants' rights with respect to the portion of his or her
                  Account  Balance  allocated to the First  Defiance  Stock Unit
                  Fund in the  event  of any  reorganization,  reclassification,
                  stock split, or other unusual  corporate  transaction or event
                  which  affects the value of the Stock,  provided that any such
                  adjustment  shall be made taking into account any crediting of
                  shares of Stock to the Participant under Section 3.8.

            (iv)  For purposes of this Section  3.8(c),  the "fair market value"
                  of the Stock shall be  determined by the Committee in its sole
                  discretion.

      (d)   Proportionate  Allocation.  In  making  any  election  described  in
            -------------------------
            Section 3.8(b) above, the Participant  shall specify on the Election
            Form, in increments  of one percent (1%),  the  percentage of his or
            her  Account  Balance or  Measurement  Fund,  as  applicable,  to be
            allocated/reallocated.

      (e)   Crediting or Debiting  Method.  The performance of each  Measurement
            -----------------------------
            Fund (either  positive or negative)  will be  determined  on a daily
            basis  based on the  manner  in  which  such  Participant's  Account
            Balance  has been  hypothetically  allocated  among the  Measurement
            Funds by the Participant.

      (f)   No Actual  Investment.  Notwithstanding  any other provision of this
            ---------------------
            Plan that may be interpreted to the contrary,  the Measurement Funds
            are to be used for  measurement  purposes only, and a  Participant's
            election of any such Measurement  Fund, the allocation of his or her
            Account Balance thereto,  the calculation of additional  amounts and
            the crediting or debiting of such amounts to a Participant's Account
            Balance  shall not be  considered  or  construed in any manner as an
                     ----- ---
            actual  investment  of his  or  her  Account  Balance  in  any  such
            Measurement  Fund.  In the event that the Company or the Trustee (as
            that term is defined in the Trust),  in its own discretion,  decides
            to  invest  funds  in any or all of the  investments  on  which  the
            Measurement Funds are based, no Participant shall have any rights in
            or to such investments themselves. Without limiting the foregoing, a
            Participant's  Account  Balance  shall at all times be a bookkeeping
            entry only and shall not represent any investment made on his or her
            behalf by the  Company or the Trust;  the  Participant  shall at all
            times remain an unsecured creditor of the Company.

3.9   FICA and Other Taxes.
      --------------------

      (a)   Annual  Deferral  Amounts.  For each  Plan  Year in which an  Annual
            -------------------------
            Deferral   Amount  is  being  withheld  from  a   Participant,   the
            Participant's  Employer(s)  shall  withhold from that portion of the
            Participant's  Base Salary,  Bonus,  Commissions and/or LTIP Amounts
            that  is  not  being  deferred,   in  a  manner  determined  by  the
            Employer(s),  the  Participant's  share of FICA and other employment
            taxes on such Annual Deferral  Amount.  If necessary,  the Committee
            may reduce the Annual  Deferral  Amount in order to comply with this
            Section 3.9.

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      (b)   Company Contribution Account. When a Participant becomes vested in a
            ----------------------------
            portion   of  his  or  her   Company   Contribution   Account,   the
            Participant's  Employer(s)  shall  withhold from that portion of the
            Participant's  Base Salary,  Bonus,  Commissions and/or LTIP Amounts
            that is not deferred, in a manner determined by the Employer(s), the
            Participant's  share  of FICA  and  other  employment  taxes on such
            Company Contribution Amount. If necessary,  the Committee may reduce
            the  vested  portion  of  the  Participant's   Company  Contribution
            Account, as applicable, in order to comply with this Section 3.9.

      (c)   Distributions.  The Participant's Employer(s), or the trustee of the
            -------------
            Trust,  shall withhold from any payments made to a Participant under
            this Plan all federal, state and local income,  employment and other
            taxes required to be withheld by the Employer(s),  or the trustee of
            the Trust,  in connection  with such  payments,  in amounts and in a
            manner to be  determined in the sole  discretion of the  Employer(s)
            and the trustee of the Trust.


                                    ARTICLE 4
           Scheduled Distribution; Unforeseeable Financial Emergencies
           -----------------------------------------------------------

4.1   Scheduled  Distribution.  In  connection  with each  election  to defer an
      -----------------------
      Annual Deferral Amount,  a Participant may irrevocably  elect to receive a
      Scheduled  Distribution,  in the form of a lump sum payment, from the Plan
      with  respect  to all or a portion  of the  Annual  Deferral  Amount.  The
      Scheduled  Distribution  shall be a lump sum  payment in an amount that is
      equal to the portion of the Annual Deferral Amount the Participant elected
      to have distributed as a Scheduled Distribution,  plus amounts credited or
      debited  in the  manner  provided  in  Section  3.8 above on that  amount,
      calculated  as of the close of business on or around the date on which the
      Scheduled  Distribution becomes payable, as determined by the Committee in
      its sole  discretion.  Subject to the other terms and  conditions  of this
      Plan, each Scheduled Distribution elected shall be paid out during a sixty
      (60) day  period  commencing  immediately  after the first day of any Plan
      Year designated by the Participant (the "Scheduled  Distribution Date"). A
      Participant  may only  select  one  Scheduled  Distribution  Date for each
      elected Scheduled  Distribution;  a Participant may not elect to receive a
      Scheduled  Distribution in the form of installment payments. The Plan Year
      designated by the Participant  must be at least three (3) Plan Years after
      the end of the Plan  Year to which  the  Participant's  deferral  election
      described  in Section  3.3  relates.  By way of  example,  if a  Scheduled
      Distribution is elected for Annual Deferral Amounts that are earned in the
      Plan Year commencing January 1, 2006, the earliest Scheduled  Distribution
      Date that may be designated by a Participant would be January 1, 2010, and
      the Scheduled  Distribution would become payable during the sixty (60) day
      period commencing immediately after such Scheduled Distribution Date.

4.2   Postponing Scheduled Distributions.  A Participant may elect to postpone a
      ----------------------------------
      Scheduled  Distribution  described  in Section  4.1  above,  and have such
      amount  paid out  during a sixty (60) day  period  commencing  immediately
      after  an  allowable  alternative  distribution  date  designated  by  the
      Participant  in  accordance  with this  Section 4.2. In order to make this
      election,  the  Participant  must  submit  a  new  Scheduled  Distribution
      Election Form to the Committee in accordance with the following criteria:

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      (a)   Such Scheduled  Distribution  Election Form must be submitted to and
            accepted by the  Committee  in its sole  discretion  at least twelve
            (12)  months  prior  to  the  Participant's   previously  designated
            Scheduled Distribution Date;

      (b)   The new Scheduled Distribution Date selected by the Participant must
            be the first day of a Plan  Year,  and must be at least  five  years
            after the previously designated Scheduled Distribution Date; and

      (c)   The election of the new  Scheduled  Distribution  Date shall have no
            effect until at least twelve (12) months after the date on which the
            election is made.

4.3   Other  Benefits Take  Precedence  Over Scheduled  Distributions.  Should a
      ---------------------------------------------------------------
      Benefit  Distribution Date occur that triggers a benefit under Articles 5,
      6, 7 or 8, any Annual  Deferral  Amount  that is  subject  to a  Scheduled
      Distribution  election  under  Section 4.1 shall not be paid in accordance
      with  Section  4.1,  but  shall  be  paid in  accordance  with  the  other
      applicable  Article.  Notwithstanding  the foregoing,  the Committee shall
      interpret  this  Section  4.3 in a manner  that is  consistent  with  Code
      Section 409A and other  applicable  tax law,  including but not limited to
      Treasury guidance and Regulations  issued after the effective date of this
      Plan.

4.4   Payout/Suspensions for Unforeseeable Financial Emergencies.
      ----------------------------------------------------------

      (a)   If the Participant experiences an Unforeseeable Financial Emergency,
            the Participant  may petition the Committee to suspend  deferrals of
            Base Salary, Bonus,  Commissions,  Director Fees and LTIP Amounts to
            the  extent  deemed  necessary  by  the  Committee  to  satisfy  the
            Unforeseeable Financial Emergency. If suspension of deferrals is not
            sufficient  to satisfy  the  Participant's  Unforeseeable  Financial
            Emergency,  or if suspension of deferrals is not required under Code
            Section  409A and other  applicable  tax law,  the  Participant  may
            further  petition the  Committee to receive a partial or full payout
            from the Plan. The Participant  shall only receive a payout from the
            Plan to the extent such payout is deemed  necessary by the Committee
            to satisfy the Participant's Unforeseeable Financial Emergency, plus
            amounts necessary to pay taxes reasonably anticipated as a result of
            the distribution.

      (b)   The payout  shall not  exceed  the  lesser of (i) the  Participant's
            vested Account Balance, calculated as of the close of business on or
            around the date on which the amount becomes  payable,  as determined
            by  the  Committee  in its  sole  discretion,  or  (ii)  the  amount
            necessary to satisfy the  Unforeseeable  Financial  Emergency,  plus
            amounts necessary to pay taxes reasonably anticipated as a result of
            the distribution.  Notwithstanding the foregoing,  a Participant may
            not  receive  a  payout  from  the  Plan  to  the  extent  that  the
            Unforeseeable  Financial Emergency is or may be relieved (A) through
            reimbursement  or  compensation  by insurance or  otherwise,  (B) by
            liquidation  of  the   Participant's   assets,  to  the  extent  the
            liquidation  of such assets would not itself cause severe  financial
            hardship or (C) by suspension  of deferrals  under this Plan, if the
            Committee,  in its sole  discretion,  determines  that suspension is
            required by Code Section 409A and other applicable tax law.

      (c)   If the Committee,  in its sole discretion,  approves a Participant's
            petition for suspension, the Participant's deferrals under this Plan
            shall  be  suspended  as of  the  date  of  such

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            approval.  If the  Committee,  in its sole  discretion,  approves  a
            Participant's  petition for suspension and payout, the Participant's
            deferrals  under this Plan shall be suspended as of the date of such
            approval and the  Participant  shall  receive a payout from the Plan
            within sixty (60) days of the date of such approval.

      (d)   Notwithstanding  the foregoing,  the Committee  shall  interpret all
            provisions  relating to suspension  and/or payout under this Section
            4.4 in a manner that is consistent  with Code Section 409A and other
            applicable tax law,  including but not limited to Treasury  guidance
            and Regulations issued after the effective date of this Plan.


                                    ARTICLE 5
                               Retirement Benefit
                               ------------------

5.1   Retirement  Benefit.  A  Participant  who  Retires  shall  receive,  as  a
      -------------------
      Retirement  Benefit,  his or her vested Account Balance,  calculated as of
      the close of business on or around the Participant's  Benefit Distribution
      Date, as determined by the Committee in its sole discretion.

5.2   Payment of Retirement Benefit.
      -----------------------------

      (a)   A  Participant,  in  connection  with  his  or her  commencement  of
            participation  in the  Plan,  shall  elect  on an  Election  Form to
            receive  the  Retirement  Benefit  in a lump sum or  pursuant  to an
            Annual  Installment  Method  of  up  to  fifteen  (15)  years.  If a
            Participant  does not make any election  with respect to the payment
            of the Retirement Benefit,  then such Participant shall be deemed to
            have elected to receive the Retirement Benefit in a lump sum.

      (b)   A  Participant  may change  the form of  payment  of the  Retirement
            Benefit  by   submitting  an  Election  Form  to  the  Committee  in
            accordance with the following criteria:

            (i)   The election to modify the  Retirement  Benefit  shall have no
                  effect  until at least  twelve (12)  months  after the date on
                  which the election is made; and

            (ii)  The first Retirement Benefit payment shall be delayed at least
                  five (5) years  from the  Participant's  originally  scheduled
                  Benefit Distribution Date described in Section 1.7(a).

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                  Notwithstanding  the foregoing,  the Committee shall interpret
                  all  provisions  relating to changing the  Retirement  Benefit
                  election under this Section 5.2 in a manner that is consistent
                  with Code Section 409A and other applicable tax law, including
                  but not limited to Treasury  guidance  or  Regulations  issued
                  after  the  effective  date of this  Plan.  Accordingly,  if a
                  Participant's   subsequent   Retirement  Benefit  distribution
                  election  would result in the  shortening of the length of the
                  Retirement Benefit payment period (e.g., a Participant changes
                  an existing  distribution election from annual installments to
                  a lump sum payment;  from 15 annual  installments  to 5 annual
                  installments,   etc.),  and  the  Committee   determines  such
                  election to be  inconsistent  with Code  Section 409A or other
                  applicable tax law, the election shall not be effective.


                  The  Election  Form most  recently  accepted by the  Committee
                  shall govern the payout of the Retirement Benefit.

            (c)   The lump sum payment  shall be made, or  installment  payments
                  shall  commence,  no later  than  sixty  (60)  days  after the
                  Participant's    Benefit    Distribution    Date.    Remaining
                  installments,  if any,  shall be paid no later than sixty (60)
                  days  after  each  anniversary  of the  Participant's  Benefit
                  Distribution Date.


                                    ARTICLE 6
                               Termination Benefit
                               -------------------

6.1   Termination  Benefit.  A Participant  who  experiences  a  Termination  of
      --------------------
      Employment  shall  receive,  as a Termination  Benefit,  his or her vested
      Account  Balance,  calculated as of the close of business on or around the
      Participant's Benefit Distribution Date, as determined by the Committee in
      its sole discretion.

6.2   Payment of Termination  Benefit.  The Termination Benefit shall be paid to
      -------------------------------
      the  Participant in a lump sum payment no later than sixty (60) days after
      the Participant's Benefit Distribution Date.


                                    ARTICLE 7
                               Disability Benefit
                               ------------------

7.1   Disability Benefit. Upon a Participant's Disability, the Participant shall
      ------------------
      receive a Disability  Benefit,  which shall be equal to the  Participant's
      vested  Account  Balance,  calculated  as of the close of  business  on or
      around the  Participant's  Benefit  Distribution  Date, as selected by the
      Committee in its sole discretion.

7.2   Payment of Disability Benefit. The Disability Benefit shall be paid to the
      -----------------------------
      Participant  in a lump sum payment no later than sixty (60) days after the
      Participant's Benefit Distribution Date.

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                                    ARTICLE 8
                                  Death Benefit
                                  -------------

8.1   Death Benefit.  The Participant's  Beneficiary(ies)  shall receive a Death
      -------------
      Benefit  upon  the  Participant's  death,  which  will  be  equal  to  the
      Participant's  vested  Account  Balance,  calculated  as of the  close  of
      business on or around the  Participant's  Benefit  Distribution  Date,  as
      selected by the Committee in its sole discretion.

8.2   Payment  of  Death  Benefit.  The  Death  Benefit  shall  be  paid  to the
      ---------------------------
      Participant's  Beneficiary(ies)  in a lump sum payment no later than sixty
      (60) days after the Participant's Benefit Distribution Date.


                                    ARTICLE 9
                             Beneficiary Designation
                             -----------------------

9.1   Beneficiary.  Each  Participant  shall  have the  right,  at any time,  to
      -----------
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits  payable under the Plan to a beneficiary  upon the
      death of a Participant.  The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary  designation under any other
      plan of an Employer in which the Participant participates.

9.2   Beneficiary  Designation;  Change;  Spousal Consent.  A Participant  shall
      ---------------------------------------------------
      designate his or her Beneficiary by completing and signing the Beneficiary
      Designation  Form,  and  returning it to the  Committee or its  designated
      agent.  A  Participant  shall  have the right to change a  Beneficiary  by
      completing,  signing  and  otherwise  complying  with  the  terms  of  the
      Beneficiary Designation Form and the Committee's rules and procedures,  as
      in effect from time to time. If the  Participant  names someone other than
      his or her spouse as a Beneficiary,  spousal consent is required and shall
      be  provided  in a form  designated  by the  Committee,  executed  by such
      Participant's spouse and returned to the Committee. Upon the acceptance by
      the  Committee of a new  Beneficiary  Designation  Form,  all  Beneficiary
      designations  previously  filed shall be canceled.  The Committee shall be
      entitled  to rely on the last  Beneficiary  Designation  Form filed by the
      Participant and accepted by the Committee prior to his or her death.

9.3   Acknowledgment.  No  designation or change in designation of a Beneficiary
      --------------
      shall be  effective  until  received  and  acknowledged  in writing by the
      Committee or its designated agent.

9.4   No  Beneficiary  Designation.  If  a  Participant  fails  to  designate  a
      ----------------------------
      Beneficiary  as  provided in  Sections  9.1,  9.2 and 9.3 above or, if all
      designated  Beneficiaries  predecease  the  Participant  or die  prior  to
      complete   distribution   of  the   Participant's   benefits,   then   the
      Participant's  designated  Beneficiary  shall be  deemed  to be his or her
      surviving spouse. If the Participant has no surviving spouse, the benefits
      remaining  under the Plan to be paid to a Beneficiary  shall be payable to
      the executor or personal representative of the Participant's estate.

9.5   Doubt as to  Beneficiary.  If the Committee has any doubt as to the proper
      ------------------------
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion,  to cause the Participant's
      Employer to withhold  such  payments  until this matter is resolved to the
      Committee's satisfaction.

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9.6   Discharge  of  Obligations.  The payment of  benefits  under the Plan to a
      --------------------------
      Beneficiary  shall fully and  completely  discharge  all Employers and the
      Committee from all further obligations under this Plan with respect to the
      Participant,  and that  Participant's  Plan Agreement shall terminate upon
      such full payment of benefits.


                                   ARTICLE 10
                                Leave of Absence
                                ----------------

10.1  Paid Leave of Absence. If a Participant is authorized by the Participant's
      ---------------------
      Employer  to take a paid  leave  of  absence  from the  employment  of the
      Employer, (i) the Participant shall continue to be considered eligible for
      the benefits  provided in Articles 4, 5, 6, 7 or 8 in accordance  with the
      provisions of those  Articles,  and (ii) the Annual  Deferral Amount shall
      continue  to be withheld  during such paid leave of absence in  accordance
      with Section 3.3.

10.2  Unpaid  Leave  of  Absence.   If  a  Participant   is  authorized  by  the
      --------------------------
      Participant's  Employer  to take an  unpaid  leave  of  absence  from  the
      employment of the Employer for any reason, such Participant shall continue
      to be eligible  for the  benefits  provided in Articles 4, 5, 6, 7 or 8 in
      accordance with the provisions of those Articles. However, the Participant
      shall  be  excused  from  fulfilling  his or her  Annual  Deferral  Amount
      commitment that would otherwise have been withheld during the remainder of
      the Plan Year in which the unpaid  leave of  absence is taken.  During the
      unpaid leave of absence,  the Participant shall not be allowed to make any
      additional  deferral  elections.  However,  if the Participant  returns to
      employment,  the  Participant may elect to defer an Annual Deferral Amount
      for the Plan Year  following his or her return to employment and for every
      Plan  Year  thereafter  while a  Participant  in the Plan,  provided  such
      deferral elections are otherwise allowed and an Election Form is delivered
      to and accepted by the Committee for each such election in accordance with
      Section 3.3 above.

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                                   ARTICLE 11
                 Termination of Plan, Amendment or Modification
                 ----------------------------------------------

11.1  Termination  of Plan.  Although  each  Employer  anticipates  that it will
      --------------------
      continue the Plan for an indefinite  period of time, there is no guarantee
      that any Employer will continue the Plan or will not terminate the Plan at
      any time in the future.  Accordingly,  each Employer reserves the right to
      Terminate  the  Plan.  In the  event of a  Termination  of the  Plan,  the
      Measurement  Funds available to Participants  following the Termination of
      the Plan shall be comparable in number and type to those Measurement Funds
      available  to  Participants  in the Plan Year  preceding  the Plan Year in
      which the Termination of the Plan is effective. Following a Termination of
      the Plan,  Participant Account Balances shall remain in the Plan until the
      Participant  becomes eligible for the benefits  provided in Articles 4, 5,
      6, 7 or 8 in  accordance  with  the  provisions  of  those  Articles.  The
      Termination  of the Plan shall not  adversely  affect any  Participant  or
      Beneficiary  who has become  entitled to the payment of any benefits under
      the Plan as of the date of termination.  Notwithstanding the foregoing, to
      the extent  permissible  under Code Section 409A and other  applicable tax
      law,  including but not limited to Notice  2005-1 and such other  Treasury
      guidance or  Regulations  issued  after the  effective  date of this Plan,
      following  a Change in Control  the  Employer  shall be  permitted  to (i)
      terminate  the  Plan  by  action  of its  board  of  directors,  and  (ii)
      distribute the vested Account  Balances to  Participants  in a lump sum no
      later than twelve (12) months after the Change in Control.

11.2  Amendment.
      ---------

      (a)   Any Employer may, at any time,  amend or modify the Plan in whole or
            in  part  with  respect  to  that  Employer.   Notwithstanding   the
            foregoing,  (i) no amendment or  modification  shall be effective to
            decrease  the value of a  Participant's  vested  Account  Balance in
            existence at the time the  amendment or  modification  is made,  and
            (ii) no  amendment or  modification  of this Section 11.2 or Section
            12.2 of the Plan shall be effective.

      (b)   Notwithstanding  any provision of the Plan to the  contrary,  in the
            event that the Company determines that any provision of the Plan may
            cause amounts deferred under the Plan to become immediately  taxable
            to any  Participant  under Code Section 409A,  and related  Treasury
            guidance or  Regulations,  the Company may (i) adopt such amendments
            to the Plan  and  appropriate  policies  and  procedures,  including
            amendments and policies with  retroactive  effect,  that the Company
            determines  necessary  or  appropriate  to preserve the intended tax
            treatment of the Plan benefits provided by the Plan and/or (ii) take
            such  other   actions  as  the  Company   determines   necessary  or
            appropriate  to comply with the  requirements  of Code Section 409A,
            and related Treasury guidance or Regulations.

11.3  Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if
      --------------
      a Participant's  Plan Agreement  contains benefits or limitations that are
      not in this Plan  document,  the Employer may only amend or terminate such
      provisions with the written consent of the Participant.

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11.4  Effect of Payment.  The full payment of the  Participant's  vested Account
      -----------------
      Balance  under  Articles  4, 5,  6, 7 or 8 of the  Plan  shall  completely
      discharge  all  obligations  to a  Participant  and his or her  designated
      Beneficiaries  under this Plan, and the Participant's Plan Agreement shall
      terminate.


                                   ARTICLE 12
                                 Administration
                                 --------------

12.1  Committee  Duties.  Except as otherwise  provided in this Article 12, this
      -----------------
      Plan shall be  administered  by a  Committee,  which shall  consist of the
      Board,  or such  committee  as the Board  shall  appoint.  Members  of the
      Committee may be  Participants  under this Plan. The Committee  shall also
      have the  discretion  and  authority to (i) make,  amend,  interpret,  and
      enforce all appropriate  rules and regulations for the  administration  of
      this Plan,  and (ii)  decide or resolve any and all  questions,  including
      benefit  entitlement  determinations and  interpretations of this Plan, as
      may arise in  connection  with the Plan.  Any  individual  serving  on the
      Committee  who is a  Participant  shall  not  vote  or  act on any  matter
      relating  solely to himself or  herself.  When making a  determination  or
      calculation,  the  Committee  shall  be  entitled  to rely on  information
      furnished by a Participant or the Company.

12.2  Administration Upon Change In Control. Within one hundred and twenty (120)
      -------------------------------------
      days  following a Change in Control,  the  individuals  who  comprised the
      Committee  immediately prior to the Change in Control (whether or not such
      individuals are members of the Committee  following the Change in Control)
      may, by written  consent of the majority of such  individuals,  appoint an
      independent third party administrator (the "Administrator") to perform any
      or all  of  the  Committee's  duties  described  in  Section  12.1  above,
      including without limitation, the power to determine any questions arising
      in connection with the  administration  or interpretation of the Plan, and
      the power to make benefit entitlement  determinations.  Upon and after the
      effective  date  of  such  appointment,  (i)  the  Company  must  pay  all
      reasonable administrative expenses and fees of the Administrator, and (ii)
      the  Administrator  may only be terminated with the written consent of the
      majority  of  Participants  with an Account  Balance in the Plan as of the
      date of such proposed termination.

12.3  Agents.  In  the  administration  of  this  Plan,  the  Committee  or  the
      ------
      Administrator,  as applicable,  may, from time to time,  employ agents and
      delegate  to them such  administrative  duties  as it sees fit  (including
      acting through a duly appointed  representative) and may from time to time
      consult with counsel.

12.4  Binding  Effect of  Decisions.  The decision or action of the Committee or
      -----------------------------
      Administrator,  as applicable, with respect to any question arising out of
      or in connection with the  administration,  interpretation and application
      of the Plan and the rules and regulations  promulgated  hereunder shall be
      final and  conclusive  and binding upon all persons having any interest in
      the Plan.

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12.5  Indemnity of Committee.  All Employers  shall  indemnify and hold harmless
      the  members  of the  Committee,  any  Employee  to whom the duties of the
      Committee  may be  delegated,  and the  Administrator  against any and all
      claims, losses,  damages,  expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee,  any of its members, any such Employee or the
      Administrator.

12.6  Employer  Information.  To enable the Committee  and/or  Administrator  to
      perform its functions, the Company and each Employer shall supply full and
      timely information to the Committee and/or Administrator,  as the case may
      be, on all matters  relating to the Plan, the Trust,  the Participants and
      their  Beneficiaries,  the  Account  Balances  of  the  Participants,  the
      compensation  of its  Participants,  the  date  and  circumstances  of the
      Retirement,   Disability,  death  or  Termination  of  Employment  of  its
      Participants,  and such other  pertinent  information  as the Committee or
      Administrator may reasonably require.


                                   ARTICLE 13
                                   ----------
                          Other Benefits and Agreements
                          -----------------------------

13.1  Coordination with Other Benefits.  The benefits provided for a Participant
      --------------------------------
      and Participant's  Beneficiary under the Plan are in addition to any other
      benefits available to such Participant under any other plan or program for
      employees of the  Participant's  Employer.  The Plan shall  supplement and
      shall not supersede, modify or amend any other such plan or program except
      as may otherwise be expressly provided.


                                   ARTICLE 14
                                Claims Procedures
                                -----------------

14.1  Presentation  of Claim.  Any  Participant  or  Beneficiary  of a  deceased
      ----------------------
      Participant  (such Participant or Beneficiary being referred to below as a
      "Claimant")   may  deliver  to  the   Committee  a  written  claim  for  a
      determination  with respect to the amounts  distributable to such Claimant
      from  the  Plan.  If such a claim  relates  to the  contents  of a  notice
      received by the  Claimant,  the claim must be made within  sixty (60) days
      after such notice was received by the  Claimant.  All other claims must be
      made  within 180 days of the date on which the event that caused the claim
      to  arise  occurred.   The  claim  must  state  with   particularity   the
      determination desired by the Claimant.

14.2  Notification of Decision.  The Committee shall consider a Claimant's claim
      ------------------------
      within a  reasonable  time,  but no later  than  ninety  (90)  days  after
      receiving   the  claim.   If  the   Committee   determines   that  special
      circumstances  require  an  extension  of time for  processing  the claim,
      written  notice of the extension  shall be furnished to the Claimant prior
      to the  termination  of the initial  ninety  (90) day period.  In no event
      shall such  extension  exceed a period of ninety (90) days from the end of
      the initial  period.  The  extension  notice  shall  indicate  the special
      circumstances  requiring  an  extension  of time and the date by which the
      Committee expects to render the benefit determination. The Committee shall
      notify the Claimant in writing:

      (a)   that the Claimant's requested  determination has been made, and that
            the claim has been allowed in full; or

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      (b)   that the Committee has reached a conclusion contrary, in whole or in
            part, to the  Claimant's  requested  determination,  and such notice
            must set  forth  in a  manner  calculated  to be  understood  by the
            Claimant:

            (i)   the  specific  reason(s)  for the denial of the claim,  or any
                  part of it;

            (ii)  specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

            (iii) a  description  of  any  additional  material  or  information
                  necessary  for the  Claimant  to  perfect  the  claim,  and an
                  explanation of why such material or information is necessary;

            (iv)  an  explanation  of the claim  review  procedure  set forth in
                  Section 14.3 below; and

            (v)   a statement  of the  Claimant's  right to bring a civil action
                  under  ERISA  Section  502(a)  following  an  adverse  benefit
                  determination on review.

14.3  Review of a Denied Claim.  On or before sixty (60) days after  receiving a
      ------------------------
      notice from the  Committee  that a claim has been  denied,  in whole or in
      part, a Claimant (or the Claimant's  duly authorized  representative)  may
      file with the  Committee  a written  request for a review of the denial of
      the   claim.   The   Claimant   (or   the   Claimant's   duly   authorized
      representative):

      (a)   may, upon request and free of charge, have reasonable access to, and
            copies of, all documents, records and other information relevant (as
            defined in applicable ERISA regulations) to the claim for benefits;

      (b)   may submit written comments or other documents; and/or

      (c)   may request a hearing, which the Committee,  in its sole discretion,
            may grant.

14.4  Decision on Review.  The  Committee  shall  render its  decision on review
      ------------------
      promptly,  and no later than sixty (60) days after the Committee  receives
      the Claimant's written request for a review of the denial of the claim. If
      the Committee determines that special  circumstances  require an extension
      of time for processing the claim, written notice of the extension shall be
      furnished to the Claimant  prior to the  termination  of the initial sixty
      (60) day period. In no event shall such extension exceed a period of sixty
      (60) days from the end of the initial period.  The extension  notice shall
      indicate the special circumstances  requiring an extension of time and the
      date by which the Committee  expects to render the benefit  determination.
      In  rendering  its  decision,  the  Committee  shall take into account all
      comments,  documents,  records  and  other  information  submitted  by the
      Claimant relating to the claim, without regard to whether such information
      was  submitted or  considered in the initial  benefit  determination.  The
      decision  must be written in a manner  calculated  to be understood by the
      Claimant, and it must contain:

      (a)   specific reasons for the decision;

      (b)   specific  reference(s)  to the pertinent Plan  provisions upon which
            the decision was based;

      (c)   a statement  that the Claimant is entitled to receive,  upon request
            and  free  of  charge,  reasonable  access  to and  copies  of,  all
            documents,  records and other  information  relevant  (as defined in
            applicable ERISA  regulations) to the Claimant's claim for benefits;
            and

      (d)   a statement  of the  Claimant's  right to bring a civil action under
            ERISA Section 502(a).

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14.5  Legal Action.  A Claimant's  compliance  with the foregoing  provisions of
      ------------
      this  Article 14 is a  mandatory  prerequisite  to a  Claimant's  right to
      commence any legal  action with  respect to any claim for  benefits  under
      this Plan.


                                   ARTICLE 15
                                      Trust
                                      -----

15.1  Establishment  of the  Trust.  In order to  provide  assets  from which to
      ----------------------------
      fulfill the obligations of the Participants and their  beneficiaries under
      the Plan,  the Company may establish a trust by a trust  agreement  with a
      third party,  the trustee,  to which each Employer may, in its discretion,
      contribute  cash or other  property,  including  securities  issued by the
      Company,  to  provide  for the  benefit  payments  under  the  Plan,  (the
      "Trust").

15.2  Interrelationship  of the Plan and the Trust.  The  provisions of the Plan
      --------------------------------------------
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions  pursuant  to the Plan.  The  provisions  of the Trust shall
      govern the rights of the Employers,  Participants and the creditors of the
      Employers to the assets  transferred to the Trust.  Each Employer shall at
      all times remain liable to carry out its obligations under the Plan.

15.3  Distributions  From the Trust. Each Employer's  obligations under the Plan
      -----------------------------
      may be satisfied  with Trust assets  distributed  pursuant to the terms of
      the  Trust,  and  any  such  distribution   shall  reduce  the  Employer's
      obligations under this Plan.


                                   ARTICLE 16
                                  Miscellaneous
                                  -------------

16.1  Status of Plan.  The Plan is intended  to be a plan that is not  qualified
      --------------
      within the meaning of Code  Section  401(a) and that "is  unfunded  and is
      maintained by an employer  primarily for the purpose of providing deferred
      compensation  for a  select  group of  management  or  highly  compensated
      employees"  within the meaning of ERISA  Sections  201(2),  301(a)(3)  and
      401(a)(1).  The Plan shall be administered and interpreted (i) in a manner
      consistent with that intent, and (ii) in accordance with Code Section 409A
      and related Treasury guidance and Regulations.

16.2  Unsecured General Creditor.  Participants and their Beneficiaries,  heirs,
      --------------------------
      successors and assigns shall have no legal or equitable rights,  interests
      or claims in any  property or assets of an  Employer.  For purposes of the
      payment of benefits under this Plan,  any and all of an Employer's  assets
      shall be, and remain, the general,  unpledged  unrestricted  assets of the
      Employer.  An Employer's obligation under the Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

16.3  Employer's Liability.  An Employer's liability for the payment of benefits
      --------------------
      shall be defined only by the Plan and the Plan Agreement,  as entered into
      between  the  Employer  and a  Participant.  An  Employer  shall  have  no
      obligation to a Participant under the Plan except as expressly provided in
      the Plan and his or her Plan Agreement.

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16.4  Nonassignability.  Neither a  Participant  nor any other person shall have
      ----------------
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or  otherwise  encumber,  transfer,  hypothecate,  alienate  or  convey in
      advance of actual receipt, the amounts, if any, payable hereunder,  or any
      part thereof, which are, and all rights to which are expressly declared to
      be,  unassignable  and  non-transferable.  No part of the amounts  payable
      shall,  prior to  actual  payment,  be  subject  to  seizure,  attachment,
      garnishment  or  sequestration  for the  payment of any debts,  judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's  bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

16.5  Not a Contract of Employment.  The terms and conditions of this Plan shall
      ----------------------------
      not be deemed to constitute a contract of employment  between any Employer
      and the Participant.  Such employment is hereby  acknowledged to be an "at
      will" employment  relationship  that can be terminated at any time for any
      reason,  or no reason,  with or without cause, and with or without notice,
      unless expressly  provided in a written employment  agreement.  Nothing in
      this Plan shall be deemed to give a  Participant  the right to be retained
      in the service of any Employer, either as an Employee or a Director, or to
      interfere  with the right of any Employer to  discipline  or discharge the
      Participant at any time.

16.6  Furnishing  Information.  A  Participant  or his or her  Beneficiary  will
      -----------------------
      cooperate  with  the  Committee  by  furnishing  any and  all  information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the  administration of the Plan and the payments of
      benefits  hereunder,  including  but not limited to taking  such  physical
      examinations as the Committee may deem necessary.

16.7  Terms. Whenever any words are used herein in the masculine,  they shall be
      -----
      construed  as though  they were in the  feminine  in all cases  where they
      would so apply;  and whenever any words are used herein in the singular or
      in the  plural,  they shall be  construed  as though they were used in the
      plural or the singular,  as the case may be, in all cases where they would
      so apply.

16.8  Captions.  The captions of the articles,  sections and  paragraphs of this
      --------
      Plan are for convenience  only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  Governing  Law.  Subject to ERISA,  the  provisions  of this Plan shall be
      --------------
      construed and  interpreted  according to the internal laws of the State of
      Ohio without regard to its conflicts of laws principles.

16.10 Notice.  Any notice or filing  required  or  permitted  to be given to the
      ------
      Committee   under  this  Plan  shall  be  sufficient  if  in  writing  and
      hand-delivered,  or sent by registered  or certified  mail, to the address
      below:

                         First Defiance Financial Corp.
                         ------------------------------
                         Attn: Chief Financial Officer
                         ------------------------------
                         601 Clinton Street
                         ------------------------------
                         Defiance, Ohio 43512
                         ------------------------------

      Such  notice  shall be  deemed  given as of the date of  delivery  or,  if
      delivery  is made by mail,  as of the date  shown on the  postmark  on the
      receipt for registration or certification.

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                                      -24-
<PAGE>

First Defiance
Deferred Compensation Plan
Master Plan Document
================================================================================

      Any notice or filing  required or permitted  to be given to a  Participant
      under this Plan shall be sufficient if in writing and  hand-delivered,  or
      sent by mail, to the last known address of the Participant.

16.11 Successors.  The  provisions  of this  Plan  shall  bind and  inure to the
      ----------
      benefit of the  Participant's  Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 Spouse's Interest. The interest in the benefits hereunder of a spouse of a
      -----------------
      Participant who has predeceased the Participant shall  automatically  pass
      to the  Participant  and shall not be  transferable  by such spouse in any
      manner,  including but not limited to such spouse's  will,  nor shall such
      interest pass under the laws of intestate succession.

16.13 Validity.  In case any  provision of this Plan shall be illegal or invalid
      --------
      for any  reason,  said  illegality  or  invalidity  shall not  affect  the
      remaining  parts hereof,  but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

16.14 Incompetent.  If the Committee determines in its discretion that a benefit
      -----------
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a  person  incapable  of  handling  the  disposition  of that  person's
      property,  the  Committee  may  direct  payment  of  such  benefit  to the
      guardian,  legal  representative  or person having the care and custody of
      such minor,  incompetent  or incapable  person.  The Committee may require
      proof of minority,  incompetence,  incapacity or  guardianship,  as it may
      deem  appropriate  prior to distribution of the benefit.  Any payment of a
      benefit  shall be a payment  for the  account of the  Participant  and the
      Participant's  Beneficiary,  as the case may be,  and shall be a  complete
      discharge of any liability under the Plan for such payment amount.

16.15 Court Order. The Committee is authorized to comply with any court order in
      -----------
      any action in which the Plan or the  Committee  has been named as a party,
      including any action  involving a determination of the rights or interests
      in a Participant's benefits under the Plan. Notwithstanding the foregoing,
      the  Committee  shall  interpret  this  provision  in  a  manner  that  is
      consistent with Code Section 409A and other applicable tax law,  including
      but not limited to guidance issued after the effective date of this Plan.

16.16 Insurance.  The Employers, on their own behalf or on behalf of the trustee
      ---------
      of the Trust,  and,  in their sole  discretion,  may apply for and procure
      insurance  on the life of the  Participant,  in such  amounts  and in such
      forms as the Trust may choose.  The Employers or the trustee of the Trust,
      as the case may be,  shall be the sole owner and  beneficiary  of any such
      insurance.  The Participant shall have no interest  whatsoever in any such
      policy or policies,  and at the request of the  Employers  shall submit to
      medical   examinations  and  supply  such  information  and  execute  such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

--------------------------------------------------------------------------------
                                      -25-
<PAGE>

First Defiance
Deferred Compensation Plan
Master Plan Document
================================================================================

IN  WITNESS   WHEREOF,   the  Company  has  signed  this  Plan  document  as  of
___________________, 2005.


                                          "Company"
                                          First Defiance Financial Corp.,
                                          an Ohio corporation



                                          By: __________________________________
                                          Title: _______________________________



--------------------------------------------------------------------------------
                                      -26-
<PAGE>

First Defiance
Deferred Compensation Plan
Master Plan Document
================================================================================

                                   APPENDIX A

              LIMITED TRANSITION RELIEF MADE AVAILABLE DURING 2005
              ----------------------------------------------------
                        IN ACCORDANCE WITH NOTICE 2005-1
                        --------------------------------

Unless otherwise provided below, the capitalized terms below shall have the same
meaning as provided in the Plan.

1.1   Opportunity to Make New Payment  Elections.  Notwithstanding  the required
      ------------------------------------------
      deadline for the submission of an initial  payment  election under Article
      5, and in accordance  with Q&A-19(c) of Notice 2005-1,  a Participant  who
      participated in a Salary  Deferral Plan may make a new Retirement  Benefit
      election  that will  govern the form in which his or her  Account  Balance
      (including  the Transfer  Account) will be paid upon his or her Retirement
      Benefit  Distribution Date by submitting an Election Form to the Committee
      prior to the deadline established by the Committee in its sole discretion,
      which in no event shall be later than  December 31,  2005.  In the event a
      Participant with a Transfer  Account does not submit a Retirement  Benefit
      election by such deadline,  then the  Participant  shall be deemed to have
      elected to receive his or her Retirement Benefit, including the portion of
      the Retirement  Benefit  attributable to the Transfer  Account,  in a lump
      sum.

      For purposes of  clarification,  any payment  election  made in accordance
      with this Section is intended to comply with the requirements of Q&A-19(c)
      of  Notice   2005-1,   and  shall  not  be  considered  a  change  to  any
      Participant's  prior payment  election made under a Salary  Deferral Plan,
      for  purposes of Code Section  409A or this Plan.  Following  the deadline
      established by the Committee,  in its sole discretion,  for exercising the
      right  described  above, a Participant may only change his or her election
      for the  Retirement  Benefit,  including for the portion of the Retirement
      Benefit attributable to the Transfer Account, in accordance with the terms
      and conditions of Section 5.2(b).


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                                      -27-