FDEF First Defiance Financial Corporation

First Defiance Financial Corp. Announces Election Results for the Merger With ComBanc, Inc. DEFIANCE, Ohio, March 7 /PRNewswire-FirstCall/ -- First Defiance Financial Corp. (NASDAQ:FDEF) announced today the results for the merger consideration elections by ComBanc, Inc. shareholders in the merger of ComBanc into First Defiance, which closed on January 21, 2005. In accordance with the merger agreement, ComBanc shareholders were entitled to elect to receive either $17.20 in cash or 0.65266 shares of First Defiance Financial Corp. common stock for each ComBanc share owned, subject to the condition that 50% of the total number of ComBanc shares outstanding would be exchanged for cash. More ComBanc shareholders elected to receive First Defiance stock than cash. As a result, in compliance with the allocation procedures set forth in the merger agreement, each ComBanc shareholder who elected to receive all stock will receive 69.65% stock and 30.35% cash. Each ComBanc shareholder who did not submit a timely election form or who elected all cash will receive all cash. Each shareholder who would be entitled to receive a fractional share of First Defiance stock will receive cash in lieu of the fractional share. Distributions are expected to occur during the week of March 7, 2005. About First Defiance Financial Corp. First Defiance Financial Corp., headquartered in Defiance, OH, is the holding company for First Federal Bank of the Midwest and First Insurance & Investments. First Federal operates 23 full service branches and 29 ATM locations in northwest Ohio. First Insurance & Investments is the largest property and casualty insurance company in the Defiance, OH area, specializing in life and group health insurance and financial planning and investments. For more information, visit the company's Web site at http://www.fdef.com/ . Safe Harbor Statement This release may contain forward-looking statements about First Defiance Financial Corp., ComBanc, Inc. and/or the combined company within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This press release may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of First Defiance Financial Corp., ComBanc, Inc. and/or the combined company including statements preceded by, followed by or that include the words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," "remain" or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the counties in which First Defiance Financial Corp., ComBanc, Inc. and/or the combined company do business, are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) changes and trends in the securities markets; (7) legislative or regulatory changes or actions, or significant litigation, adversely affect First Defiance Financial Corp., ComBanc, Inc. and/or the combined company or the businesses in which First Defiance Financial Corp., ComBanc, Inc. and/or the combined company are engaged; (8) difficulties in combining the operations of ComBanc, Inc. and/or other acquired entities and (9) the impact of reputational risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Further information on other factors which could affect the financial results of First Defiance Financial Corp. after the merger are included in First Defiance Financial Corp. filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov/ . DATASOURCE: First Defiance Financial Corp. CONTACT: William J. Small, Chairman, President and CEO of First Defiance Financial Corp., +1-419-782-5015, or Web site: http://www.fdef.com/

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