AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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FIRST DEFIANCE FINANCIAL CORP., | FIRST FEDERAL BANK OF THE MIDWEST, | FIRST FEDERAL INTERIM BANK

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Ohio Date: 10/15/2004
Industry: SandLs/Savings Banks Law Firm: Shumaker, Loop & Kendrick, LLP; Vorys, Sater, Seymour and Pease LLP Sector: Financial

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

Dated as of

October 13, 2004

By and Among

FIRST DEFIANCE FINANCIAL CORP.,

FIRST FEDERAL BANK OF THE MIDWEST,

FIRST FEDERAL INTERIM BANK

And

THE GENOA SAVINGS AND LOAN COMPANY

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TABLE OF CONTENTS

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ARTICLE ONE - THE MERGER.......................................................................................1

1.01 Merger of Interim and Genoa......................................................................1

1.02 Name of Surviving Corporation....................................................................1

1.03 Purpose for Formation of Surviving Corporation...................................................2

1.04 Capital of Surviving Corporation.................................................................2

1.05 Articles of Incorporation of Surviving Corporation...............................................2

1.06 Bylaws of Surviving Corporation..................................................................2

1.07 Principal Place of Business of Surviving Corporation.............................................2

1.08 Number and Names of Directors of Surviving Corporation...........................................2

1.09 Officers of Interim to become Officers of Surviving Corporation..................................2

1.10 Closing..........................................................................................2

ARTICLE TWO - CONVERSION AND CANCELLATION OF SHARES IN

THE MERGER.....................................................................................................3

2.01 Conversion and Cancellation of Shares in the Merger..............................................3

2.02 Share Certificates in the Merger.................................................................4

2.03 Compliance with Section 2.02.....................................................................5

2.04 Payment in Satisfaction of Rights................................................................5

2.06 Dissenting Shares................................................................................5

2.07 Separate Existence...............................................................................5

2.08 Property.........................................................................................5

2.09 Creditor's Rights................................................................................6

2.10 Treatment of Genoa Options.......................................................................6

ARTICLE THREE - THE BANK MERGER................................................................................6

3.01 Merger of First Federal and Genoa................................................................6

ARTICLE FOUR - REPRESENTATIONS AND WARRANTIES OF GENOA.........................................................7

4.01 Organization and Standing........................................................................7

4.02 Qualification....................................................................................7

4.03 Authority........................................................................................7

4.04 Governing Documents..............................................................................8

4.05 No Conflicts.....................................................................................8

4.06 Consents.........................................................................................8

4.07 Authorized Capital...............................................................................8

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4.08 Financial Statements; Thrift Financial Report....................................................9

4.09 Conduct of Businesses............................................................................9

4.10 Properties......................................................................................11

4.11 Allowance for Loan Losses.......................................................................12

4.12 Investments.....................................................................................13

4.13 Reports and Records.............................................................................13

4.14 Taxes...........................................................................................13

4.15 Material Contracts..............................................................................14

4.16 Insurance.......................................................................................15

4.17 Actions and Suits...............................................................................15

4.18 Permits and Licenses............................................................................15

4.19 Employee Benefit Plans; ERISA...................................................................15

4.20 Environmental Protection........................................................................17

4.21 Employment Matters..............................................................................18

4.22 Untrue Statements and Omissions.................................................................18

4.23 Proxy Materials.................................................................................18

4.24 Brokers.........................................................................................19

4.25 Stock Ownership.................................................................................19

ARTICLE FIVE - REPRESENTATIONS AND WARRANTIES OF FDEF AND FIRST FEDERAL.......................................19

5.01 Corporate Status................................................................................19

5.02 Corporate Proceedings...........................................................................20

5.03 Capitalization of FDEF..........................................................................20

5.04 Authorized and Effective Agreement..............................................................20

5.05 No Conflict.....................................................................................21

5.06 SEC Filings.....................................................................................21

5.07 Governmental and Third-Party Proceedings........................................................21

5.08 Absence of Changes..............................................................................22

5.09 Regulatory Matters..............................................................................22

5.10 Ownership of Genoa Shares.......................................................................22

ARTICLE SIX - COVENANTS.......................................................................................22

6.01 Conduct of Businesses...........................................................................22

6.02 Acquisition Proposals...........................................................................25

6.03 Accounting Policies.............................................................................25

6.04 Voting Agreement................................................................................25

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ARTICLE SEVEN - FURTHER AGREEMENTS............................................................................26

7.01 Applications for Approval of Merger.............................................................26

7.02 Special Meeting of Shareholders.................................................................26

7.03 Access..........................................................................................26

7.04 Confidentiality.................................................................................26

7.05 Press Releases..................................................................................26

7.06 Costs, Expenses and Fees........................................................................27

7.07 Reasonable Efforts..............................................................................27

7.08 Notification of Events..........................................................................27

7.09 Indemnification.................................................................................27

7.10 Employees of Genoa..............................................................................28

7.11 Formation of Interim............................................................................28

ARTICLE EIGHT - CLOSING MATTERS...............................................................................28

8.01 Conditions to Obligations of FDEF, First Federal, Interim and Genoa.............................28

8.02 Conditions to Obligations of FDEF, First Federal and Interim....................................29

8.03 Conditions to Obligations of Genoa..............................................................31

ARTICLE NINE - TERMINATION....................................................................................32

9.01 Termination.....................................................................................32

9.02 Written Notice of Termination...................................................................32

9.03 Effect of Termination...........................................................................32

9.04 Amendment.......................................................................................33

9.05 Waiver..........................................................................................33

ARTICLE TEN - MISCELLANEOUS...................................................................................33

10.01 Survival of Representations and Warranties......................................................33

10.02 Notices.........................................................................................33

10.03 Entire Agreement................................................................................34

10.04 Execution in Counterparts.......................................................................34

10.05 Headings........................................................................................34

10.06 Structure of Combination........................................................................35

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GLOSSARY OF DEFINED TERMS

The following terms, when used in this Agreement, have the meanings

ascribed to them in the corresponding Sections of this Agreement listed below:

"Acquisition Transactions" -- Section 6.02

"Agreement" -- Preamble

"Bank Merger" -- Section 3.01

"Base Equity" -- Section 2.01(e)

"Certificate" -- Section 2.02(a)

"Certificates" -- Section 2.02(a)

"Closing Equity" -- Section 2.01(e)

"Closing" -- Section 1.10(a)

"Code" -- Section 4.14

"Collateral Property" -- Section 4.20(b)(ii)

"ComBanc Agreement" -- Section 5.03

"Continuing Employees" -- Section 7.10

"Contracts" -- Section 4.15(a)

"Dissenting Shares" -- Section 2.06

"Effective Time" -- Section 1.10(b)

"Environmental Laws" -- Section 4.20(b)(iii)

"ERISA" -- Section 4.19(b)

"FBR" -- Section 4.24

"FDEF Filed SEC Documents" -- Section 5.08(a)

"FDEF Stock Option Plans" -- Section 5.03

"FDEF Stock Options" -- Section 5.03

"FDEF" -- Preamble

"FDIC" -- Section 4.01

"First Federal" -- Preamble

"Formal Agreement" -- Section 4.17

"GAAP" -- Section 2.01(e)

"Genoa Disclosure Schedule" -- Section 2.10

"Genoa Financial Statements" -- Section 4.08(a)

"Genoa Option Plan" -- Section 2.10

"Genoa Options" -- Section 2.01(b)

"Genoa Property" -- Section 4.20(b)(i)

"Genoa TFRs" -- Section 4.08(a)

"Genoa" -- Preamble

"Hazardous Substances" -- Section 4.20(b)(iv)

"HOLA" -- Section 5.01(a)

"Interim" -- Preamble

"Investments" -- Section 4.12(a)

"IRS" -- Section 4.14

"IRS" -- Section 4.19(b)

"Leased Personal Property" -- Section 4.10(f)

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"Leased Real Property" -- Section 4.10(e)

"Loan Assets" -- Section 4.10(b)

"Loan Documentation" -- Section 4.10(b)

"Loan Sale Contracts" -- Section 4.10(g)

"Merger" -- Preamble

"MRP" -- Section 5.03

"Nasdaq" -- Section 5.07

"ODFI" -- Section 1.10(b)

"Option Payment" -- Section 2.10

"ORC" -- Preamble

"OTS" -- Section 4.01

"Parcel" -- Section 4.10(c)

"Per Share Consideration" -- Section 2.01(b)

"Per Share Reduction" -- Section 2.01(e)(i)

"Personal Property Leases" -- Section 4.10(f)

"Personal Property" -- Section 4.10

"Plans" -- Section 4.19(a)

"Proxy Statement" -- Section 4.23

"Real Properties" -- Section 4.10 (c)

"Real Property Leases" -- Section 4.10(e)

"Surviving Corporation" -- Section 1.01

"Tax Returns" -- Section 4.14

"Tax" -- Section 4.14

"Taxes" -- Section 4.14

"Updated Genoa Disclosure Schedule" -- Section 7.08

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the "Agreement"), made and entered into

this 13th day of October, 2004, by and among First Defiance Financial Corp., an

Ohio corporation ("FDEF"); First Federal Bank of the Midwest, a federal savings

bank ("First Federal"); The Genoa Savings and Loan Company, a savings and loan

association incorporated under the laws of Ohio ("Genoa") and First Federal

Interim Bank, an interim savings and loan association to be incorporated under

the laws of the State of Ohio ("Interim"), which shall become a party upon its

formation.

WITNESSETH:

WHEREAS, the Boards of Directors of FDEF, First Federal and Genoa believe

that it is in the best interests of each of them and their shareholders for

Interim to merge with and into Genoa ( the "Merger");

WHEREAS, as a result of the Merger and in accordance with the terms of

this Agreement, Interim will cease to have a separate corporate existence, FDEF

will acquire all of the issued and outstanding shares of Genoa as the surviving

corporation and shareholders of Genoa will receive from FDEF, in exchange for

each common share of Genoa, $30.22 in cash, subject to adjustment as provided

herein; and

WHEREAS, promptly following the Merger, Genoa, as the surviving

corporation in the Merger, will merge with and into First Federal;

WHEREAS, FDEF will, following the execution of this Agreement, cause the

formation of Interim as an Ohio State chartered savings and loan association

pursuant to the provisions of 1159.091 of the Ohio Revised Code (the "ORC") and

will own Interim as a wholly owned subsidiary on the Closing Date; and

NOW THEREFORE, in consideration of the premises and the mutual covenants

and agreements hereinafter set forth, the parties hereto, each intending to be

legally bound, hereby agree as follows:

ARTICLE ONE

THE MERGER

Section 1.01. Merger of Interim and Genoa. In accordance with the terms

and subject to the conditions of this Agreement and Chapters 1151 and 1701 of

the ORC, Interim shall merge with and into Genoa at the Effective Time

(hereinafter defined); Genoa shall be the continuing, surviving and resulting

corporation in the Merger (the "Surviving Corporation"); Genoa shall continue to

exist as a savings and loan association incorporated under Ohio law; and Genoa

shall be the only one of Genoa and Interim to continue its separate corporate

existence after the Effective Time.

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Section 1.02. Name. The name of the Surviving Corporation in the Merger of

Interim with and into Genoa shall be "Genoa Savings and Loan Company."

Section 1.03. Purpose. The purposes for which the Surviving Corporation

shall be formed shall be identical to the purposes for which Genoa was formed.

Section 1.04. Capital. The capital of the Surviving Corporation shall

consist of 359,647 common shares, $1.00 par value per share.

Section 1.05. Articles. The Articles of Incorporation of Genoa, as

amended, shall be the Articles of Incorporation of the Surviving Corporation

until amended in accordance with law.

Section 1.06. Constitution. The Constitution of Genoa, as amended, shall

be the Constitution of the Surviving Corporation.

Section 1.07. Address. At and after the Effective Time and until changed

in accordance with law, the principal place of business of the Surviving

Corporation shall be 22020 W. St. Rt. 51, Genoa, Ohio 43430.

Section 1.08. Directors. At and after the Effective Time and until changed

in accordance with law, the number of directors of the Surviving Corporation

shall be five, the names and residence addresses of whom are as follows:

NAMES RESIDENCE ADDRESS

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William J. Small 301 W. First Street, Defiance, OH 43512

James L. Rohrs 1562 Hampton Ave., Defiance, OH 43512

John C. Wahl 1651 Stonemore Dr., Defiance, OH 43512

Stephen L. Boomer 1000 Anthony Wayne Blvd., Defiance, OH 43512

Don C. Van Brackel 670 Tomahawk Court, Coldwater, MI 49036

Section 1.09. Officers. At and after the Effective Time and until changed

in accordance with law, each individual who is an officer of Interim immediately

prior to the Effective Time shall be an officer of the Surviving Corporation

holding the same office as held with Interim immediately prior to the Effective

Time.

Section 1.10. Closing. (a) The closing of the transactions contemplated by

this Agreement (the "Closing") shall take place at a time and on a date selected

by FDEF after the satisfaction or waiver of the last of the conditions set forth

in Article Eight of this Agreement to be satisfied or waived.

(b) On the day of the Closing, Interim and Genoa shall cause a

Certificate of Merger in respect of the Merger to be filed by the Superintendent

of the Division of Financial

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Institutions of the Ohio Department of Commerce (the "ODFI") in the Office of

the Ohio Secretary of State in accordance with Chapters 1151 and 1701 of the

ORC. The Merger shall become effective at 11:59 p.m. on the date of such filing

(the "Effective Time").

ARTICLE TWO

CONVERSION AND CANCELLATION OF

SHARES IN THE MERGER

Section 2.01. Conversion and Cancellation of Shares in the Merger. At the

Effective Time and as a result of the Merger, automatically and without further

act of FDEF, First Federal, Interim, Genoa, or the holders of Interim or Genoa

shares, the following shall occur:

(a) All of the outstanding common shares of Genoa as the Surviving

Corporation shall be owned by FDEF.

(b) Each certificate for Genoa common shares held by the

shareholders of Genoa immediately prior to the Merger and

formerly representing ownership of such Genoa common shares,

shall be cancelled and extinguished and, in substitution and

exchange therefor, the holders thereof shall be entitled,

subject to adjustment as provided in Section 2.01(e) hereof

and upon compliance with Section 2.02 of this Agreement, to

receive from FDEF $30.22 in cash (the "Per Share

Consideration"); and each option to acquire Genoa common

shares (the "Genoa Options") shall be cancelled and converted

into the right to receive cash as set forth in Section 2.10

herein.

Effective Time shall be cancelled.

(d) The issued and outstanding common shares of First Federal and

FDEF before the Effective Time shall remain issued and

outstanding after the Effective Time and shall be unaffected

by the Merger.

(e) For purposes of this Section 2.01, the term "Closing Equity"

shall mean Genoa's shareholders' equity as calculated in

accordance with United States generally accepted accounting

principles ("GAAP") on the Closing Date, exclusive of (i)

termination expenses for data processing contracts and

employment contracts or change of control agreements and

investment banking, legal and accounting expenses recognized

by Genoa in connection with the Merger, (ii) reserves,

accruals and charges taken or established by Genoa at the

request of FDEF in accordance with Section 6.03 of this

Agreement, (iii) net unrealized gains or losses on Genoa's

securities portfolio, and (iv) any accounting changes

requested by FDEF pursuant to Section 6.03 hereof (the "Equity

Adjustments"). The term

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"Base Equity" shall mean $7,000,000 exclusive of the Equity

Adjustments. If the Closing Equity is less than the Base

Equity, the Per Share Consideration to be paid for the Genoa

common shares shall be decreased as provided below.

(i) The Per Share Consideration will be decreased

by the difference between (x) the Base Equity and the

Closing Equity, divided by (y) the number of Genoa

common shares outstanding on the Closing Date (the "Per

Share Reduction").

(ii) Notwithstanding the adjustment provided for

in Section 2.01(e)(i), in the event the Closing occurs

after January 31, 2005, the Base Equity, for purposes of

calculating the Per Share Reduction, shall be reduced by

$2,500 per day for each day after the later of (x)

January 31, 2005 or (y) that date on which the Merger

could have been consummated as a result of the

satisfaction of all conditions precedent to Closing as

set forth in Article Eight hereof, including receipt of

all necessary regulatory approvals and expiration of any

regulatory waiting period.

Section 2.02. Share Certificates in the Merger. (a) Within seven (7)

business days after the Effective Time, FDEF shall mail to each holder of record

of Genoa common shares a form letter of transmittal and instructions for use in

effecting the surrender for exchange of the certificates evidencing the Genoa

common shares cancelled and extinguished as a result of the Merger (hereinafter

referred to, collectively, as the "Certificates" and, individually, as a

"Certificate"). Upon surrender of a Certificate for cancellation, together with

such letter of transmittal, duly executed, the holder of such Certificate shall

be entitled to receive in exchange therefor the Per Share Consideration for each

share evidenced by such Certificate in accordance with the provisions of this

Agreement, and the Certificate so surrendered shall thereafter be cancelled

forthwith.

(b) In the event that any holder of Genoa common shares cancelled

and extinguished in accordance with this Agreement is unable to deliver the

Certificate which evidences such shares of the holder, FDEF, in the absence of

actual notice that any shares theretofore evidenced by any such Certificate have

been acquired by a bona fide purchaser, shall deliver to such holder the amount

to which such holder is entitled in accordance with the provisions of this

Agreement upon the presentation of all of the following:

(i) Evidence to the reasonable satisfaction of FDEF that any

such Certificate has been lost, wrongfully taken or

destroyed;

(ii) Such security or indemnity as may be reasonably

requested by FDEF to indemnify and hold FDEF harmless;

and

(iii) Evidence to the reasonable satisfaction of FDEF that

such person is the owner of the shares theretofore

represented by each Certificate

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claimed by such person to be lost, wrongfully taken or

destroyed and that such person is the person who would

be entitled to present each such Certificate for

exchange pursuant to this Agreement.

accordance with this Agreement is to be made to a person other than the person

in whose name the Certificate surrendered is registered, the Certificate so

surrendered shall be properly endorsed or otherwise in proper form for transfer

and the person requesting such payment shall pay any transfer or other taxes

required by reason of the payment to a person other than the registered holder

of the Certificate surrendered or establish to the satisfaction of FDEF that

such tax has been paid or is not applicable. Until surrendered in accordance

with the provisions of this Section 2.02, each Certificate shall represent for

all purposes the right to receive the cash as determined pursuant to this

Agreement.

(d) The certificate evidencing the issued and outstanding common

shares of Interim before the Effective Time shall evidence the issued and

outstanding common shares of the Surviving Corporation after the Effective Time.

Section 2.03. Compliance with Section 2.02. No payment shall be made by

FDEF to any former holder of Genoa common shares in accordance with this

Agreement until such holder shall have complied with Section 2.02 of this

Agreement.

Section 2.04. Payment in Satisfaction of Rights. All payments made upon

the surrender of Certificates pursuant to this Article Two shall be deemed to

have been made in full satisfaction of all rights pertaining to the shares

evidenced by such Certificates.

Section 2.05. No Further Registration of Transfer. After the Effective

Time, there shall be no further registration of transfer of Genoa common shares

on the stock transfer books of Genoa. In the event that, after the Effective

Time, Certificates evidencing such shares are presented for transfer, they shall

be cancelled and exchanged as provided in this Article Two.

Section 2.06. Dissenting Shares. Notwithstanding anything in this

Agreement to the contrary, the Genoa common shares which are outstanding

immediately before the Effective Time and which are held by shareholders who

shall not have voted such shares in favor of this Agreement, who shall have

delivered to FDEF or Genoa a written demand for appraisal of such shares in the

manner provided in Section 1701.85 of the ORC and who shall have otherwise

complied fully with all of the requirements of Section 1701.85 of the ORC shall

not be converted into or be exchangeable for the right to receive the

consideration provided in this Agreement; provided, however, that (i) each of

such shares (the "Dissenting Shares") shall nevertheless be cancelled and

extinguished in accordance with this Agreement; (ii) the holder of Dissenting

Shares, upon full compliance with the requirements of Section 1701.85 of the

ORC, shall be entitled to payment of the fair cash value of such shares in

accordance with the provisions of Section 1701.85 of the ORC; and (iii) in the

event (I) any holder of Dissenting Shares shall subsequently withdraw such

holder's demand for appraisal of such shares within sixty days after the

Effective Time or shall fail to establish such holder's entitlement to appraisal

rights in accordance with Section 1701.85 of the ORC or (II) any holder of

Dissenting Shares has not filed

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a petition demanding a determination of the value of such shares within the

period provided in Section 1701.85 of the ORC, such holder shall forfeit the

right to appraisal of such shares and each of such shares shall thereupon be

deemed to have been converted into and to have become exchangeable for the right

to receive the Per Share Consideration.

Section 2.07. Separate Existence. At and after the Effective Time, the

separate existence of Interim shall cease; provided, however, that whenever a

conveyance, assignment, transfer, deed or other instrument or act is necessary

to vest property or rights in the Surviving Corporation, the officers of Interim

and Genoa shall execute, acknowledge and deliver such instruments and do such

acts.

Section 2.08. Property. At and after the Effective Time, all of the assets

and property of every kind and character, real, personal and mixed, tangible and

intangible, choses in action, rights and credits owned by Interim and Genoa at

the Effective Time, or which would inure to any of them, shall immediately, by

operation of law and without any conveyance or transfer and without any further

act or deed, be vested in and become the property of the Surviving Corporation,

which shall have, hold and enjoy the same in its own right as fully and to the

same extent as the same were possessed, held and enjoyed by Interim and Genoa

before the Effective Time. The Surviving Corporation shall be deemed to be and

shall be a continuation of the entity and identity of Genoa. All of the rights

and obligations of Interim or Genoa shall not revert or in any way be impaired

by reason of the Merger. Any claim existing, or action or proceeding pending, by

or against either Interim or Genoa, may be prosecuted to judgment with right of

appeal as if the Merger had not taken place or the Surviving Corporation may be

substituted in its place.

Section 2.09. Creditor's Rights. At and after the Effective Time, all the

rights of creditors of each of Interim and Genoa shall be preserved unimpaired,

and all liens upon the property of Interim and Genoa shall be preserved

unimpaired on only the property affected by any such lien immediately before the

Effective Time.

Section 2.10. Treatment of Genoa Options. Section 2.10 of the schedule

delivered by Genoa to FDEF on the date hereof (the "Genoa Disclosure Schedule")

sets forth all of the outstanding Genoa Options as of the date hereof. At the

Effective Time, and pursuant to the terms of the Genoa Savings 1995 Stock Option

and Incentive Plan (the "Genoa Option Plan"), each Genoa Option that is

unexercised and outstanding, whether or not then exercisable, immediately prior

thereto shall, by reason of the Merger, be cancelled and converted into the

right to receive in cash an amount (subject to required tax withholdings) equal

to (i) the excess of (A) the Per Share Consideration over (B) the exercise price

per share of each such Genoa Option multiplied by (ii) the number of shares of

Genoa common stock subject to the Genoa Option (the "Option Payment"). FDEF

shall make the Option Payment at the Effective Time and Genoa shall give written

notice to each holder of a then outstanding Genoa Option that such holder will

receive the payment described herein in exchange for such holder's outstanding

Genoa Options and Genoa shall obtain the written acknowledgment of each such

holder of the receipt of such notice. Prior to receipt of the Option Payment,

each holder of a Genoa Option shall execute a cancellation agreement in the form

attached hereto as Exhibit A.

<PAGE>

ARTICLE THREE

THE BANK MERGER

Section 3.01. Merger of First Federal and Genoa. Genoa shall cooperate

with FDEF to effect, immediately after the Merger, the merger of Genoa with and

into First Federal pursuant to the provisions of Chapters 1151 and 1701 of the

ORC (the "Bank Merger"). In meeting its obligations hereunder, Genoa's Board of

Directors shall adopt such resolutions and execute such agreements as FDEF shall

reasonably request in order to effect the Bank Merger, provided that, the Bank

Merger shall be subject to and become effective only after the Merger.

ARTICLE FOUR

REPRESENTATIONS AND WARRANTIES OF GENOA

Genoa represents and warrants to FDEF and First Federal that each of the

following is true and accurate in all material respects:

Section 4.01. Organization and Standing. Genoa is a savings and loan

association, duly organized, validly existing and in good standing under the

laws of Ohio and has the corporate power and authority to own or hold under

lease all of its properties and assets and to conduct its business and

operations as presently conducted. As an Ohio savings and loan association,

Genoa is regulated by the ODFI and the Office of Thrift Supervision (the "OTS").

The savings accounts and deposits of Genoa are insured up to applicable limits

by the Federal Deposit Insurance Corporation (the "FDIC"). Except as set forth

in Section 4.01 of the Genoa Disclosure Schedule, Genoa is in compliance in all

material respects with all applicable local, state or federal laws and

regulations, including, without limitation, the regulations of the ODFI, the OTS

and the FDIC.

Section 4.02. Qualification. Genoa is not qualified to do business in any

other jurisdiction other than Ohio and is not required to be qualified to do

business in any other jurisdiction except where the failure to be so qualified

individually or in the aggregate would not reasonably be expected to have a

material adverse effect on Genoa.

Section 4.03. Authority. (a) Subject to the approval and adoption of this

Agreement by the Genoa shareholders and by the OTS and the ODFI, (i) Genoa has

all of the requisite corporate power and authority to enter into this Agreement

and to perform all of its obligations hereunder; (ii) the execution and delivery

of this Agreement and the consummation of the transactions contemplated hereby

have been duly authorized by all necessary corporate action by Genoa; and (iii)

this Agreement is the valid and binding agreement of Genoa, enforceable against

Genoa in accordance with its terms, (I) subject to applicable bankruptcy,

insolvency, reorganization and moratorium laws and other laws of general

applicability affecting the enforcement of creditors' rights generally and the

effect of rules of law governing specific performance, injunctive relief and

other equitable remedies on the enforceability of such documents and (II) except

to the extent such enforceability may be limited by laws relating to safety and

soundness of insured depository

<PAGE>

institutions as set forth in 12 U.S.C. ss.1818(b) or by the appointment of a

conservator by the FDIC. This Agreement has been duly executed and delivered by

Genoa.

(b) The Articles of Incorporation and the Constitution of Genoa and

the applicable provisions of the ORC require the approval of this Agreement and

the transactions contemplated hereby, including the Merger, by the affirmative

vote of the holders of a majority of the outstanding common shares of Genoa. No

other law or regulation requires any other vote of the holders of Genoa shares

in respect of this Agreement or the transactions contemplated hereby.

Section 4.04. Governing Documents. Genoa has made available to FDEF true

and accurate copies of its Articles of Incorporation, Bylaws and Constitution

and has granted FDEF access to all records of all meetings and other corporate

actions by the shareholders, Board of Directors and committees of the Board of

Directors of Genoa, except for the records and actions related to the process

leading to this Agreement. The minute books of Genoa contain, in all material

respects, complete and accurate records of all meetings and other corporate

actions of the Genoa shareholders, Board of Directors and committees of the

Board of Directors.

Section 4.05. No Conflicts. Except as set forth in Section 4.05 of the

Genoa Disclosure Schedule, the execution and delivery of this Agreement, the

consummation of the transactions contemplated hereby, including the Merger

(subject to the adoption of this Agreement and the approval of the Merger and

the transactions contemplated hereby, by the Genoa shareholders, the OTS and the

ODFI), will not (a) conflict with or violate any provision of or result in the

breach of any provision of the Articles of Incorporation or Bylaws of Genoa; (b)

conflict with or violate any provision of or result in the breach or the

acceleration of or entitle any party to accelerate (whether upon or after the

giving of notice or lapse of time or both) any obligation under, or otherwise

materially affect the terms of, any mortgage, lien, lease, agreement, license,

instrument, order, arbitration award, judgment or decree to which Genoa is a

party or by which Genoa or its property or assets is bound; (c) require the

consent of any party to any agreement or commitment to which Genoa is a party or

by which Genoa or its property or assets is bound, the failure to obtain which

could, individually or in the aggregate with all the other failures to obtain

required consents, have a material adverse effect on the business, operations,

condition (financial or otherwise) or prospects of Genoa; (d) result in the

creation or imposition of any lien, charge, pledge, security interest or other

encumbrance upon any property or assets of Genoa or give rise to any meritorious

cause of action against Genoa; or (e) violate or conflict with any applicable

law, ordinance, rule or regulation, including, without limitation, the rules and

regulations of the FDIC, the OTS and the ODFI.

Section 4.06. Consents. No consent, approval, order or authorization of,

or registration, declaration or filing with, any governmental authority is

required by Genoa in connection with the execution and delivery of this

Agreement by Genoa or the consummation by Genoa of the transactions contemplated

hereby, including the Merger, except for filings, authorizations, consents or

approvals required by the OTS and the ODFI.

Section 4.07. Authorized Capital. (a) The authorized capital of Genoa

consists of 2,000,000 common shares, $1.00 par value per share, 359,647 of which

are issued and

<PAGE>

outstanding and held of record by approximately 350 shareholders. All of the

outstanding common shares of Genoa are duly authorized, validly issued, fully

paid and nonassessable; were issued in full compliance with all applicable laws

and regulations; and were not issued in violation of the preemptive right of any

shareholder of Genoa. Genoa has no outstanding class of capital stock other than

such common shares. Except for 14,500 options outstanding under the Genoa Option

Plan as described in Section 2.10 of the Genoa Disclosure Schedule, there are no

outstanding subscription rights, options, conversion rights, warrants or other

agreements or commitments or benefit plans of any nature whatsoever (either firm

or conditional) obligating Genoa (i) to issue, deliver or sell, cause to be

issued, delivered or sold, or restricting Genoa from selling any additional

Genoa shares, or (ii) to grant, extend or enter into any such agreement or

commitment.

Section 4.08. Financial Statements; Thrift Financial Report. (a) Genoa has

delivered to FDEF copies of its audited financial statements consisting of

statements of financial condition as of December 31, 2003, 2002 and 2001, and

the related statements of earnings, shareholders' equity and cash flows for the

three years then ended, including the related notes and the reports thereon of

BKD, LLP, (collectively, all of such audited financial statements are referred

to as the "Genoa Financial Statements"). The Genoa Financial Statements have

been, and all Genoa Financial Statements prepared by or for Genoa hereafter will

be, prepared in accordance with GAAP, applied on a consistent basis during the

periods involved (except as may be indicated in the notes thereto) and present

fairly, in all material respects, the financial condition, earnings and cash

flows of Genoa as of and for the periods then ended.

(b) Genoa has delivered to FDEF copies of the unaudited Thrift

Financial Reports of Genoa as of March 31, 2004 and June 30, 2004 (the "Genoa

TFRs"), as filed with the OTS, each of which was timely filed with the OTS. As

of their respective dates of filing, such Genoa TFRs (including all financial

statements or schedules included or incorporated by reference therein) complied

in all material respects with the applicable laws and regulations then in

effect.

TFRs and Section 4.08(c) of the Genoa Disclosure Schedule, as of June 30, 2004,

Genoa had no liabilities or obligations material to the business condition

(financial or otherwise) of Genoa, whether accrued, absolute, contingent or

otherwise, and whether due or to become due.

(d) The Genoa TFRs did not, as of the dates thereof, contain any

untrue statement of a material fact or omit to state any material fact necessary

to make the information contained therein, in light of the circumstances under

which they were made, not misleading.

Section 4.09. Conduct of Businesses. Except as set forth in Section 4.09

of the Genoa Disclosure Schedule, (a) since December 31, 2003, Genoa has

conducted its businesses only in the ordinary and usual course, (b) except as

reflected in any of the Genoa TFRs, there have been no material adverse changes

in the financial condition, assets, liabilities, obligations, properties,

business or prospects of Genoa and, (c) except as set forth in any of the Genoa

TFRs and Section 4.09 of the Genoa Disclosure Schedule, Genoa has not:

<PAGE>

(a) Authorized the creation or issuance of, issued, sold or

disposed of, or created any obligation to issue, sell or

dispose of, any stock, notes, bonds or other securities or any

obligation convertible into or exchangeable for, any shares of

its capital stock;

(b) Declared, set aside, paid or made any dividend or other

distributions on its capital stock or directly or indirectly

redeemed, purchased or acquired any shares or entered into any

agreement in respect of the foregoing;

exchange of shares, readjustment or other reclassification;

(d) Amended its Articles of Incorporation or Bylaws;

(e) Purchased, sold, assigned or transferred any material tangible

asset or any material patent, trademark, trade name,

asset or property;

(f) Mortgaged, pledged or granted or suffered to exist any lien or

other encumbrance or charge on any assets or properties,

tangible or intangible, except for liens for taxes not yet due

and payable and such other liens, encumbrances or charges

which do not materially adversely affect its financial

position;

(g) Waived any rights of material value or cancelled any material

debts or claims;

(h) Incurred any material obligation or liability (absolute or

contingent), including, without limitation, any tax liability,

or paid any material liability or obligation (absolute or

contingent) other than liabilities and obligations incurred in

the ordinary course of business;

(i) Experienced any material change in the amount or general

composition of its deposit liabilities or its loan portfolio;

(j) Entered into or amended any employment contract or change of

control agreement with any of its officers or employees,

increased the compensation payable to any officer, director or

employee, or become obligated to increase any such

compensation, adopted or amended in any material respect any

employee benefit plans, severance plan or collective

bargaining agreement or made any awards or distributions under

any employee benefit plans not consistent with past practice

or custom;

(k) Incurred any damage, destruction or similar loss, not covered

by insurance, materially affecting its businesses or

properties;

<PAGE>

(l) Acquired any stock or other equity interest in any

corporation, partnership, trust, joint venture or other

entity;

(m) Made any (I) material investment (except investments made in

the ordinary course of business) or (II) material capital

expenditure or commitment for any material addition to

property, plant or equipment;

(n) Agreed, whether in writing or otherwise, to take any action

described in this Section 4.09.

Section 4.10. Properties. (a) A description of all furniture, fixtures and

equipment and fixed assets owned by Genoa is set forth in Section 4.10(a) of the

Genoa Disclosure Schedule. Genoa owns and has good title to all fixed assets and

other assets indicated in the Genoa Financial Statements (the "Personal

Property") free and clear of any mortgage, lien, pledge, charge, claim,

conditional sales or other agreement, lease, right or encumbrance, except (i) as

set forth in Section 4.10(a) of the Genoa Disclosure Schedule, (ii) to the

extent stated or reserved against in the Genoa Financial Statements and (iii)

such other exceptions which are not material in character or amount and do not

materially detract from the value of or interfere with the use of the properties

or assets subject thereto or affected thereby.

(b) Except as set forth in Section 4.10(b) of the Genoa Disclosure

Schedule, the documentation ("Loan Documentation") governing or relating to the

loan and credit-related assets (the "Loan Assets") included within the loan

portfolio of Genoa is legally sufficient in all material respects for the

purposes intended thereby and creates enforceable rights in favor of Genoa in

accordance with the terms of such Loan Documentation, subject to applicable

bankruptcy, insolvency, reorganization and moratorium laws and other laws of

general applicability affecting the enforcement of creditors' rights generally,

and the effect of rules of law governing specific performance, injunctive relief

and other equitable remedies on the enforceability of such documents. Except as

set forth in Section 4.10(b) of the Genoa Disclosure Schedule, to the best

knowledge of Genoa, the Loan Documentation is in compliance with, and each of

the loans included within the loan portfolio of Genoa has been processed, closed

and administered in conformance with, all applicable federal consumer protection

statutes and regulations, including without limitation, the Truth in Lending

Act, the Equal Credit Opportunity Act and the Real Estate Settlement Procedures

Act. Except as set forth in Section 4.10(b) of the Genoa Disclosure Schedule, to

the best knowledge of Genoa, no debtor under any of the Loan Documentation has

asserted any claim or defense with respect to the subject matter thereof.

set forth in Section 4.10(c) of the Genoa Disclosure Schedule (hereinafter

referred to individually as a "Parcel" and collectively as the "Real

Properties"). Genoa is the owner of each Parcel in fee simple and has good and

marketable title to each such Parcel, free and clear of any liens, claims,

charges, encumbrances or security interests of any kind, except (i) as set forth

in Section 4.10(c) of the Genoa Disclosure Schedule, (ii) liens for real estate

taxes and assessments not yet delinquent and (iii) utility, access and other

easements, rights of way, restrictions and exceptions, none of which impair the

Real Properties for the use and business being conducted thereon.

<PAGE>

(d) Except as set forth in Section 4.10(d) of the Genoa Disclosure

Schedule, no party leasing any of the Real Properties from Genoa is in material

default with respect to any of its obligations (including payment obligations)

under the governing lease. Genoa has not received notification from any

governmental entity within the two year period immediately preceding the date

hereof of contemplated improvements to the Real Properties or surrounding area

or community by public authority, the costs of which are to be assessed as

special taxes against the Real Properties in the future.

(e) A description of all real property leased by Genoa is set forth

in Section 4.10(e) of the Genoa Disclosure Schedule (the "Leased Real

Property"). True and correct copies of all leases in respect of the Leased Real

Property (the "Real Property Leases") and all attachments, amendments and

addendums thereto have been delivered to FDEF. Except as set forth in Section

4.10(e) of the Genoa Disclosure Schedule, the Real Property Leases create, in

accordance with their terms, valid, binding and assignable leasehold interests

of Genoa in all of the Leased Real Property, free and clear of all liens,

claims, charges, encumbrances or security interests of any kind. Genoa has

complied in all material respects with all of the provisions of the Real

Property Leases required on its part to be complied with and is not in default

with respect to any of its obligations (including payment obligations) under any

of the Real Property Leases.

(f) A description of all personal property leased by Genoa is set

forth in Section 4.10(f) of the Genoa Disclosure Schedule (the "Leased Personal

Property"). True and correct copies of the leases in respect of the Leased

Personal Property (the "Personal Property Leases") and all attachments,

amendments and addendums thereto have been delivered to FDEF. Except as set

forth in Section 4.10(f) of the Genoa Disclosure Schedule, the Personal Property

Leases create, in accordance with their terms, valid, binding and assignable

leasehold interests of Genoa in all of the Leased Personal Property, free and

clear of all liens, claims, charges, encumbrances or security interests of any

kind. Genoa has complied in all material respects with all of the provisions

under the Personal Property Leases required on its part to be complied with and

is not in default with respect to any of its obligations (including payment

obligations) under any of the Personal Property Leases.

(g) Section 4.10(g) of the Genoa Disclosure Schedule contains a

complete list of all contracts (the "Loan Sale Contracts") pursuant to which

Genoa has sold loans with recourse to third party investors at any time within

the last forty-eight (48) months. Except as otherwise set forth in Section

4.10(g) of the Genoa Disclosure Schedule, (i) no purchaser under any Loan Sale

Contract has requested, or notified Genoa that it may be requesting, that Genoa

repurchase any loan pursuant to the terms of the Loan Sale Contract and (ii) no

facts are known to Genoa that would require Genoa to repurchase any loans

previously sold under any Loan Sale Contract.

Section 4.11. Allowance for Loan Losses. Except as set forth in Section

4.11 of the Genoa Disclosure Schedule, there is no loan which was made by Genoa

and which is reflected as an asset of Genoa in the Genoa Financial Statements

that (i) is sixty (60) days or more delinquent or (ii) has been classified by

examiners (regulatory or internal) as "Substandard," "Doubtful" or "Loss." The

allowance for loan losses reflected in the Genoa TFR as of June 30, 2004, was

<PAGE>

determined in accordance with GAAP and, in the opinion of management of Genoa,

was adequate in all material respects to provide for reasonably anticipated

losses on outstanding loans, net of recoveries.

Section 4.12. Investments. (a) Section 4.12(a) of the Genoa Disclosure

Schedule contains (i) a true, accurate and complete list of all investments,

other than investments in the Loan Assets and Real Properties, owned by Genoa

(the "Investments") as of the date hereof, the name of the registered holder

thereof, the location of the certificates therefor or other evidence thereof and

any stock powers or other authority for transfer granted with respect thereto

and (ii) a true, accurate and complete list of the names of each depository in

which Genoa has an account or safe deposit box and the names of all persons

authorized to draw thereon or to have access thereto. Except as set forth in

Section 4.12(a) of the Genoa Disclosure Schedule, the Investments, other than

any such Investments disposed of in the ordinary course of business prior to the

date hereof, are owned by Genoa, free and clear of all liens, pledges, claims,

security interests, encumbrances, charges or restrictions of any kind and may be

freely disposed of by Genoa at any time. Genoa is not a party to and has no

interest in any repurchase agreement, reverse repurchase agreement,

collateralized mortgage obligation or any other derivative security.

(b) Except as set forth on Genoa Disclosure Schedule 4.12(b), Genoa

does not own of record or beneficially the outstanding shares of, or any equity

interest in, any corporation or other business entity.

their fair market value as determined by a qualified third party.

Section 4.13. Reports and Records. Genoa has filed all reports, including

the Genoa TFRs, required to be filed by it under various rules and regulations

of the OTS, the ODFI and the FDIC. All such reports complied in all material

respects with applicable requirements of law and regulations in effect at the

time of filing such reports and contained in all material respects the

information required to be stated therein. None of such reports, when filed,

contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading.

Section 4.14. Taxes. Except as set forth in Section 4.14 of the Genoa

Disclosure Schedule, Genoa has timely filed all returns, statements, reports and

forms (including, without limitation, elections, declarations, disclosures,

schedules, estimates and information returns) (collectively, the "Tax Returns")

with respect to all federal, state, local and foreign income, gross income,

gross receipts, gains, premium, sales, use, ad valorem, transfer, franchise,

profits, withholding, payroll, employment, excise, severance, stamp, occupancy,

license, lease, environmental, customs, duties, property, windfall profits and

all other taxes (including, without limitation, any interest, penalties or

additions to tax with respect thereto, individually a "Tax," and collectively,

"Taxes") required to be filed with the appropriate tax authority. Such Tax

Returns were true, correct and complete in all material respects at the time

they were filed. Genoa has paid and discharged all Taxes due (whether reflected

on such Tax Returns or otherwise), other than such Taxes that are adequately

reserved as shown on the Genoa Financial

<PAGE>

Statements or the Genoa TFRs (excluding any reserve for deferred Taxes

established to reflect timing differences between book and Tax income) or have

arisen in the ordinary course of business since June 30, 2004. Except as set

forth in Section 4.14 of the Genoa Disclosure Schedule, neither the Internal

Revenue Service (the "IRS") nor any other taxing agency or authority, domestic

or foreign, has asserted, is now asserting or, to the knowledge of Genoa, is

threatening to assert against Genoa any deficiency or claim for additional

Taxes. There are no unexpired waivers by Genoa of any statute of limitations

with respect to Taxes. No extension of time within which to file any Tax Return

(for a period with respect to which the statute of limitations has not expired)

has been filed, or has been requested or granted. The accruals and reserves for

Taxes reflected in the Genoa Financial Statements and the Genoa TFRs (excluding

any reserve for deferred Taxes established to reflect timing differences between

book and Tax income) are adequate for the periods covered. Genoa has withheld or

collected and paid over to the appropriate governmental authorities or are

properly holding for such payment all Taxes required by law to be withheld or

collected. There are no liens for Taxes upon the assets of Genoa, other than

liens for current Taxes not yet due and payable. Genoa has not agreed to make,

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