SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ] Confidential, for Use of the Commission Only (as permitted by
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

FFD FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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FFD FINANCIAL CORPORATION
321 North Wooster Avenue
Dover, Ohio 44622
(330) 364-7777

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 21, 2008

The 2008 Annual Meeting of Shareholders of FFD Financial Corporation
("FFD") will be held at the Toland-Herzig Monarch Center, 831 Boulevard, Dover,
Ohio 44622, on October 21, 2008, at 1:00 p.m. local time (the "Annual
Meeting"), for the following purposes, all of which are more thoroughly
described in the accompanying Proxy Statement:

1. To elect three directors of FFD to serve for two-year terms
expiring in 2010; and

2. To transact such other business as may properly come before the
Annual Meeting and any adjournments.

Only FFD shareholders of record at the close of business on September 5,
2008, are entitled to receive notice of, and vote at, the Annual Meeting and at
any adjournment of the Annual Meeting. Whether or not you expect to attend the
Annual Meeting, we urge you to read the accompanying Proxy Statement carefully
and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE
ASSURED. Submitting a proxy does not affect your right to vote in person if you
attend the Annual Meeting.

By Order of the Board of Directors

/s/ Trent B. Troyer

Dover, Ohio Trent B. Troyer
September 23, 2008 President and Chief Executive Officer

FFD FINANCIAL CORPORATION
321 North Wooster Avenue
Dover, Ohio 44622
(330) 364-7777

PROXY STATEMENT

PROXIES

The Board of Directors (the "Board") of FFD Financial Corporation ("FFD,"
"we" or "us") is soliciting the enclosed proxy for use at our 2008 Annual
Meeting of Shareholders and at any adjournments thereof (the "Annual Meeting").
The Annual Meeting will be held at the Toland-Herzig Monarch Center, 831
Boulevard, Dover, Ohio 44622, on October 21, 2008, at 1:00 p.m. local time.
Whether or not you plan to attend, please ensure that your shares are voted at
the Annual Meeting by signing, dating and returning the enclosed proxy. We will
not use the proxy for any other meeting.

You may revoke your proxy by either (i) submitting a written revocation
or a later-dated proxy which is received by us before your proxy is exercised
or (ii) attending the Annual Meeting and either revoking your proxy in open
meeting or voting in person before your proxy is exercised. Attending the
Annual Meeting will not, by itself, revoke your proxy. Any written revocation
or later dated proxy should be submitted to our Secretary at 321 North Wooster
Avenue, Dover, Ohio 44622.

Each properly executed proxy received prior to the Annual Meeting and not
revoked will be voted as directed by the shareholder or, in the absence of
specific instructions to the contrary, will be voted:

FOR the election of David W. Kaufman, Enos L. Loader and Robert D. Sensel
to serve as directors of FFD for two-year terms expiring in 2010.

Only our shareholders of record at the close of business on September 5,
2008, are entitled to notice of, and to vote at, the Annual Meeting. According
to our records, as of September 5, 2008, there were 1,072,294 votes entitled to
be cast at the Annual Meeting.

We are first mailing this Proxy Statement and the enclosed proxy to our
shareholders on or about September 23, 2008.

Our directors, officers and employees and those of our subsidiary, First
Federal Community Bank ("First Federal"), may, for no additional compensation,
solicit proxies in person or by telephone, telegraph, mail, facsimile or e-mail
for use only at the Annual Meeting. We will pay the costs of preparing,
assembling, printing and mailing this Proxy Statement and the enclosed proxy
and will pay all other costs incurred in the solicitation of proxies by our
Board; however, we will not pay any Internet or phone usage charges incurred by
shareholders who hold our shares in "street name" and appoint their proxies
electronically.

REQUIRED VOTE

You are entitled to cast one vote for each share you owned on September
5, 2008. Under Ohio law and our Code of Regulations, the three director
nominees who receive the greatest number of votes will be elected to the Board.

If you hold your shares in "street name," you should review the
information provided to you by your broker or other nominee. This information
will describe the procedures you must follow to instruct your broker how to
vote shares that you hold in street name and how to revoke voting instructions
that you previously gave to your broker regarding such shares.

If you hold your shares in street name and do not provide voting
instructions to your broker, brokers have the authority, under applicable rules
of The NASDAQ Stock Market ("NASDAQ") and the other self-regulatory
organizations of which they are members, to vote your shares in their
discretion on certain routine matters. The election of directors is considered
routine. Proxies signed and submitted by brokers which have not been voted are
referred to as "broker non-votes." Broker non-votes and proxies as to which the
authority to vote is withheld are counted toward the establishment of a quorum
for the Annual Meeting, but are not counted toward the election of directors.
Because the election of directors is a routine matter, we do not expect to
receive many broker non-votes.

If you sign and date a proxy but do not specify how you wish for it to be
voted, it will be voted FOR the election of the three nominees.

OWNERSHIP OF FFD SHARES

The following table provides certain information about the number of our
common shares beneficially owned as of September 5, 2008, by our directors and
executive officers.

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Amount and Nature of Percent of
Name (1) Beneficial Ownership (2) Class (3)
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Richard A. Brinkman, Jr. 2,000 (4) 0.19
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Stephen G. Clinton 38,194 (5) 3.57
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Leonard L. Gundy 11,064 (6) 1.03
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David W. Kaufman 1,000 (7) 0.09
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Enos L. Loader 27,541 (8) 2.56
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Robert D. Sensel 32,500 (9) 3.04
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Trent B. Troyer 38,095 (10) 3.55
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Scott C. Finnell 12,706 (11) 1.18
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All directors and executive officers
of FFD as a group (10 persons) 197,211 (12) 18.04
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(1) Each of the persons listed on this table may be contacted at our address
at 321 North Wooster Avenue, Dover, Ohio 44622.

(2) All shares are directly owned with sole voting or investment power unless
otherwise indicated.

(3) Assumes a total of 1,070,294 of our shares outstanding, plus the number
of shares the person or group has the right to acquire within 60 days.

(4) Includes 1,000 shares as to which Mr. Brinkman has shared voting and
investment power as trustee of a family trust and 1,000 shares held
jointly with his spouse.

(5) Includes 13,917 shares as to which Mr. Clinton has shared voting power as
trustee of the First Federal Community Bank Recognition and Retention
Plan (the "RRP") and 1,850 shares held jointly with his spouse.

(6) Includes 8,945 shares that may be acquired upon the exercise of options
awarded under the 2002 Stock Option Plan for Non-Employee Directors.

(7) Consists of shares held as trustee of the David W. Kaufman Living Trust.

(8) Includes 2,445 shares that may be acquired upon the exercise of options
awarded under the FFD Financial Corporation 1996 Stock Option and
Incentive Plan (the "1996 Plan"), 13,917 shares as to which Mr. Loader
has shared voting power as trustee of the RRP and 1,000 shares held
jointly with his spouse.

(9) Includes 10,000 shares held by Mr. Sensel's spouse.

(10) Includes 2,800 shares that may be acquired upon the exercise of options
awarded under the 1996 Plan, 13,917 shares as to which Mr. Troyer has
shared voting power as trustee of the RRP and 17,947 shares held in the
FFD Financial Corporation Employee Stock Ownership Plan (the "ESOP").

(11) Includes 3,000 shares that may be acquired upon the exercise of options
awarded under the 1996 Plan and 7,606 shares held in the ESOP.

(12) Includes 22,865 shares that may be acquired in the next 60 days upon the
exercise of options and 54,449 shares held in the ESOP. Shares held
jointly by Messrs. Clinton, Loader and Troyer as trustees of the RRP are
included only once in the total. None of these shares are pledged as
security.

The following table sets forth certain information about the only persons
we know to beneficially own more than five percent of our outstanding common
shares as of September 5, 2008.

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Shares
Name and Address Beneficially Owned Percent of Class
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FFD Financial Corporation 122,913 (1) 11.46
Employee Stock Ownership Plan
First Bankers Trust Services, Inc.
1201 Broadway
Quincy, Illinois 62301
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Bulldog Investors, et al. 68,283 (2) 6.38
60 Heritage Drive
Pleasantville, New York 10570
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Robert R. Gerber 55,149 (3) 5.15
321 North Wooster Ave.
Dover, Ohio 44622
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(1) All shares have been allocated to the accounts of ESOP participants.
First Bankers Trust Services, Inc., the ESOP trustee, has voting power
over allocated shares for which the participants did not give the trustee
voting instructions, and has limited investment power over all 121,783
shares.

(2) Based on information contained in a Schedule 13D filed with the SEC on
April 25, 2006, by Bulldog Investors, Phillip Goldstein and Andrew Dakos,
which has not been amended since its filing. In this Schedule 13D, Mr.
Goldstein reported sole dispositive power over 35,804 shares, sole voting
power over 24,064 shares and joint voting power over 349 shares; Mr.
Goldstein and Mr. Dakos reported joint dispositive power over 32,479
shares; and Mr. Dakos reported sole voting power over 32,479 shares.

(3) Mr. Gerber has sole voting power over 26,174 shares he directly owns and
shared voting power over 5,000 shares held jointly with his spouse. Also
included are 23,800 shares held in the ESOP and 175 shares that Mr.
Gerber may acquire upon the exercise of stock options.

ELECTION OF DIRECTORS

Our Board takes a critical role in guiding our strategic direction and
overseeing our management. Our Board is divided into two classes comprised of
three directors each, with each director elected to serve a two-year term.

Pursuant to the Nominating Committee's recommendation, the Board proposes
the election of the following persons, all of whom currently serve as directors
of FFD, to serve as directors of FFD until the annual meeting of shareholders
in 2010 and until their successors are duly elected and qualified:

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Name Age Director of FFD Since
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David W. Kaufman 58 2007
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Enos L. Loader 71 1998
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Name Age Director of FFD Since
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Robert D. Sensel 63 1996
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David W. Kaufman is the President of Dave Kaufman Realty, Inc. a real
estate and auction company located in Sugarcreek, Ohio. Mr. Kaufman has been an
auctioneer since 1971, has held his real estate brokerage license since 1975,
and is also a licensed residential real estate appraiser. Mr. Kaufman served on
the boards of CSB Bancorp, Inc. and its subsidiary, The Commercial & Savings
Bank, in Millersburg, Ohio from 1988 until 2001. Mr. Kaufman is involved with
the Ohio Association of Realtors, National Association of Realtors, Ohio
Association of Auctioneers, National Association of Auctioneers, Gideons
International and Sharon Mennonite Church.

Enos L. Loader was employed by Bank One Dover N.A. for 38 years, retiring
in 1998 as Executive Vice President and Chief Operating Officer. He currently
provides business consulting services to several firms.

Robert D. Sensel has been President, Chief Executive Officer and a
director of Dover Hydraulics, Inc., Dover, Ohio, since 1984. Dover Hydraulics
is involved in the manufacture, repair and distribution of hydraulic cylinders
and components for the steel, construction and mining industries.

If any nominee is unable to stand for election, any proxies granting
authority to vote for that nominee will be voted for the substitute nominee, if
any, recommended by the Board.

Your Board of Directors recommends that you vote FOR the election of the
foregoing nominees.

The following directors will continue to serve after the Annual Meeting
until their terms expire in 2009 and until their successors are duly elected
and qualified.

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Name Age Director of FFD Since
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Richard A. Brinkman, Jr. 53 2003
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Stephen G. Clinton 55 1996
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Leonard L. Gundy 59 2002
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Richard A. Brinkman, Jr. is the Chief Executive Officer and Regional
President of Tuscarawas County AAA, a position he has held since 1993. Mr.
Brinkman is also the Chairman of the Ohio Conference of AAA Clubs, Vice Chair
of the Tuscarawas County Port Authority and is involved in several other
community and civic organizations.

Stephen G. Clinton is President and a director of Capital Market
Securities, Inc., a brokerage firm located in Kent, Ohio and until 2004 served
as Vice President of Young & Associates, a financial institution consulting and
capital markets firm also located in Kent. Prior to joining Capital Market
Securities in 2001, Mr. Clinton was a principal of Tucker Anthony Capital
Markets, an investment banking firm headquartered in Boston, Massachusetts,
providing assistance to financial institutions in their implementation of
capital strategies, and the President of National Capital Companies, LLC, an
investment banking firm.

Leonard L. Gundy is President of Benchmark Construction, Inc. located in
New Philadelphia, Ohio. Mr. Gundy has served as President of Benchmark
Construction, formerly Gundy Construction, Inc., since 1967.

CORPORATE GOVERNANCE

Director Independence

The Board has determined that each of our directors is an "independent
director" under NASDAQ independence standards. In determining their
independence, the Board concluded that there are no relationships between such
persons and FFD or First Federal that would interfere with their exercise of
independent judgment in carrying out the responsibilities of a director. In
making its independence determination, the Board determined that there are no
relationships or transactions between FFD or First Federal and our independent
directors that could affect a director's independence but that are not required
to be disclosed under Item 404 of SEC Regulation S-K.

Meetings of the Board and Committees

Our Board met 14 times for regularly scheduled and special meetings
during the fiscal year ended June 30, 2008, as did First Federal's board of
directors. We have a standing Audit Committee, Nominating Committee, Stock
Option Committee and ESOP Committee. Each of our directors attended at least
75% of the aggregate of the total number of meetings of the Board and meetings
of the Board committees on which he served during the last fiscal year.

Audit Committee. Our Audit Committee, which is established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, is responsible
for selecting and engaging our independent registered public accounting firm
and for overseeing our financial reporting process. The Audit Committee met six
times during the fiscal year ended June 30, 2008. The members of the Audit
Committee are Mr. Brinkman, Mr. Clinton and Mr. Loader, each of whom is
independent under applicable NASDAQ and SEC rules and regulations. The duties
of the Audit Committee are more thoroughly set forth in the Amended and
Restated Audit Committee Charter (the "Audit Charter"), which is available on
our website, www.onlinefirstfed.com, on the "Investors - Corporate Governance"
page. Pursuant to the terms of the Audit Charter, at least one member of the
Audit Committee must be a "financial expert" under applicable SEC rules and
regulations. The Board has determined that Mr. Clinton, the Chairman of the
Audit Committee, is a financial expert.

Nominating Committee. Our Nominating Committee is responsible for
recommending to the Board a slate of candidates for election as directors. All
of our directors serve on the Nominating Committee, each of whom is
independent. The Nominating Committee met once during the last fiscal year. The
duties of the Nominating Committee, including its responsibilities in the
director nomination process, are more thoroughly set forth in the Charter of
the Nominating Committee, which is available on our website,
www.onlinefirstfed.com, on the "Investors - Corporate Governance" page. More
information on our nominations process is set forth under the heading
"Nominations Process and Candidate Selection" below.

Stock Option Committee. Our Stock Option Committee is responsible for
administering the 1996 Plan, including interpreting the plan and granting
options pursuant to its terms. All of our directors are members of the Stock
Option Committee. The Stock Option Committee met once during the 2008 fiscal
year.

Retirement Benefits Committee. Our Retirement Plans committee is
responsible for administering and overseeing the ESOP, our 401(k) plan and
other retirement benefits. All of our directors serve on the Retirement
Benefits Committee. The Retirement Benefits Committee met once during the last
fiscal year.

We have no standing compensation committee and we do not pay compensation
to any of our employees, which are comprised solely of our executive officers.
All of FFD's executive officers are also executive officers of First Federal,
and are compensated by First Federal for their services. We have determined
that a standing compensation committee of FFD is not necessary because First
Federal's board of directors is comprised solely of the directors of FFD, each
of whom is independent. As a result, our independent directors review and
approve all compensation paid by First Federal to its and FFD's directors and
executive officers.

Nominations Process and Candidate Selection

Our Nominating Committee manages our director nominations process and
recommends to the Board a slate of nominees for election as directors. The
Nominating Committee has not established a formal process for identifying and
evaluating nominees due to its desire to approach the process according to the
composition of the Board at the time. However, the process for identifying and
evaluating nominees is generally as follows: In the case of incumbent
directors, the Nominating Committee reviews each director's overall performance
during his term of service, including the number of meetings attended, his
level of participation, the quality of his performance and his desire to
continue to serve. The Nominating Committee will then either nominate the
incumbent director for reelection or, if the committee feels a new director is
necessary or desirable, will use its network of contacts to compile a list of
potential candidates. In the case of new director candidates, the committee
evaluates the candidate's skills and experience and whether the candidate would
be independent. Factors such as community involvement, marketing or sales
experience, financial expertise, business experience, business development
expertise and knowledge of the bank and thrift industry are all considered when
evaluating potential nominees. The Nominating Committee then meets to discuss
and consider the new candidate's qualifications.

The Nominating Committee's charter provides that it will review and
evaluate candidates recommended by shareholders equally, and using the same
criteria, as its own recommendations and recommendations from the Board,
management or other sources. Other than as set forth in its charter, the
Nominating Committee does not have any other policies regarding the
consideration of candidates recommended by shareholders. The lack of policies
regarding shareholder recommendations is primarily due to our historical lack
of such recommendations and the need to evaluate any such recommendations on a
case-by-case basis.

A shareholder who wishes to make a recommendation for a director
candidate should contact the Board in the manner described in this Proxy
Statement under the heading "Shareholder Communications with Directors." Any
shareholder wishing to make a formal nomination for a director candidate must
follow the procedures set forth in Section 2.03 of our Code of Regulations.
This section provides that nominees for election as director may be proposed
only by a shareholder entitled to vote for directors who submits a written
nomination to our Secretary by the later of the July 31st immediately preceding
the annual meeting of shareholders or the 60th day before the first anniversary
of the most recent annual meeting of shareholders held for the election of
directors. Each written nomination must state the name, age, business or
residence address of the nominee, the principal occupation or employment of the
nominee, the number of our common shares owned either beneficially or of record
by the nominee and the length of time such shares have been so owned.

Processes and Procedures for Determining Executive Officer
and Director Compensation

Each year in conjunction with First Federal's annual budgeting process,
management and First Federal's Board review bank and thrift industry
compensation survey information, as well as First Federal's current
compensation structure. Based upon this review, First Federal's overall
compensation budget is established and is approved by First Federal's board of
directors.

In light of this budget, Mr. Troyer, First Federal's President and Chief
Executive Officer, recommends salary levels for First Federal's other
executives based upon performance reviews and available salary information for
comparably sized financial institutions. First Federal's board of directors
then reviews Mr. Troyer's recommendations and approves annual salaries for
First Federal's executive officers. First Federal's board of directors directly
conducts Mr. Troyer's performance review and establishes his salary based on
his performance, the compensation information available and the overall
compensation budget.

In addition to their base salary, our executive officers receive matching
401(k) contributions, and when shares are available, may receive allocations
under FFD's employee stock ownership plan, both of which are discussed under
the heading "Retirement Benefits" below. Participation in these plans is not
limited to just officers, and all employees who meet the specified eligibility
requirements may participate.

Additionally, depending on the results of the review by First Federals'
board of the past year's performance, our executives may receive an annual
bonus; however, the amount and payment of any such bonus is purely in the
discretion of First Federal's board of directors. Our

officers also receive a very limited amount of perquisites, such as insurance
benefits and club memberships, which are considered when determining salary
levels and overall compensation.

First Federal's board of directors is comprised only of the directors of
FFD, all of whom are independent. As a result, FFD's independent directors
review and approve the compensation of our executive officers in accordance
with NASDAQ rules.

Both FFD's and First Federal's director fees are set by the Board, based
on a review of director fees at comparably-sized financial institutions.

Director Compensation

The following table sets forth all compensation paid to our directors by
FFD and First Federal during fiscal 2008. FFD and First Federal only pay cash
director fees and do not pay or provide any other type of director
compensation.

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Director Compensation
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Fees Nonqualified
Earned or Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
- -------------------------------------------------------------------------------------------------------------------

Richard A. Brinkman, Jr. $16,825(1) - - - - - $16,825(1)
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Stephen G. Clinton $16,800(2) - - - - - $16,800(2)
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Leonard L. Gundy $15,600(3) - - - - - $15,600(3)
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David W. Kaufman $11,750(4) - - - - - $11,750(4)
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Enos L. Loader $42,612(5) - - - - - $42,612(5)
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Robert D. Sensel $15,600(3) - - - - - $15,600(3)
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(1) Includes committee fees from FFD and First Federal of $1,400 and $25, respectively.

(2) Includes committee fees from FFD of $1,400.

(3) Includes committee fees from FFD of $200.

(4) Includes committee fees from First Federal of $100.

(5) Includes committee fees from FFD and First Federal of $1,400 and $4,425, respectively, and a $21,337 annual
retainer fee from First Federal for service as Chairman. The annual retainer was changed from $20,000 to
$22,000 in October 2007. The annual retainer is paid monthly, and this amount reflects monthly payments made
under the different retainer scales.

Beginning in October 2007, each director receives a monthly retainer of
$300 from FFD and $1,000 from First Federal. In addition, the directors of FFD
and First Federal receive a fee of $100 for each special meeting of the board,
and members of FFD's Audit Committee and the First Federal's Senior Loan
Committee receive $200 per committee meeting. Other committees are paid $25 per
meeting, with the exception of the Nominating Committee, which receives no per
meeting fee. Mr. Loader receives $22,000 annually for his service as Chairman
of First Federal's board of directors, which is paid in monthly installments.
Directors Emeritus receive $150 per month from FFD and $350 per month from
First Federal.

Directors Emeritus

Upon a director's retirement, such person may be appointed as a Director
Emeritus of FFD and First Federal. Directors Emeritus serve for one-year terms
and are appointed by the boards of FFD and First Federal annually. Directors
Emeritus may attend and participate in meetings of FFD's and First Federal's
boards of directors, but do not have voting privileges. Currently, J. Richard
Gray serves as Director Emeritus.

Shareholder Communications with Directors

A shareholder may communicate with the Board by mailing a written
communication addressed to the full Board, or to an individual director or
group of directors, at our address at 321 North Wooster Avenue, Dover, Ohio
44622. All such communications will be forwarded unopened (i) to the specified
director, (ii) to an independent director if addressed to the full Board, or
(iii) if addressed to a group of directors, to a member of such group.

Director Attendance at the Annual Meeting

We expect all directors and nominees for election as a director to attend
each annual meeting of shareholders. Any director or nominee who cannot attend
an annual meeting is expected to notify us of his inability to attend as far in
advance of the annual meeting as possible. All of our directors attended our
2007 annual meeting of shareholders.

EXECUTIVE OFFICERS

The following information describes the business experience of FFD's and
First Federal's executive officers:

Trent B. Troyer, age 45, has served as the President and Chief Executive
Officer of FFD and First Federal since October 2000. From March 1997 to October
2000, Mr. Troyer was employed by First Federal as Senior Vice President of
Commercial Lending. Mr. Troyer serves on the board of the Ohio Bankers League.

Scott C. Finnell, age 39, has served as Executive Vice President of FFD
and First Federal since November 2000. Prior to joining FFD and First Federal,
Mr. Finnell was employed by Bank One, N.A. as Vice President, Commercial
Lending.

Robert R. Gerber, age 59, has served as Senior Vice President of FFD and
First Federal since 2007, and served as Vice President from 2000 until 2007.
Mr. Gerber is also the Treasurer and Chief Financial Officer of both FFD and
First Federal, positions he has held since October 2000. Mr. Gerber served as
President of FFD and First Federal from 1996 until October 2000.

Sally K. O'Donnell, age 53, is the Secretary of both FFD and First
Federal and is Senior Vice President of Retail Lending of First Federal. From
1998 until joining FFD and First Federal in April 2003, Ms. O'Donnell was the
President of the Dover Market and District Manager of Retail Lending with Bank
One, N.A. Ms. O'Donnell was named Secretary of FFD and First Federal in October
2004.

Executive Compensation

The following table includes compensation paid to Mr. Troyer, the
President and Chief Executive Officer of FFD and First Federal, and Mr.
Finnell, Executive Vice President of FFD and First Federal. No other executive
officer of FFD or First Federal received total compensation in excess of
$100,000 during the fiscal year ended June 30, 2008. The amounts shown in the
table below reflect compensation paid by First Federal for all services
rendered. FFD currently does not pay any compensation to its executive
officers.

- -------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- -------------------------------------------------------------------------------------------------------------------------------
Nonqualified
Non-Equity Deferred All Other
Name and Stock Option Incentive Plan Compensation Compensation
Principal Position Year Salary Bonus Awards Awards Compensation Earnings (1) Total
- -------------------------------------------------------------------------------------------------------------------------------

Trent B. Troyer 2008 $130,000 $35,000 - - - - $13,051(2) $178,501
President and Chief
Executive Officer of 2007 $120,500 $35,000 - - - - $30,647(2) $186,147
FFD and First Federal
- -------------------------------------------------------------------------------------------------------------------------------

Scott C. Finnell 2008 $94,300 $27,500 - - - - $6,096(3) $127,896
Executive Vice
President of FFD and 2007 $89,500 $27,500 - - - - $19,786(3) $136,786
First Federal
- -------------------------------------------------------------------------------------------------------------------------------

(1) Does not include amounts attributable to benefits received by Messrs. Troyer and Finnell, such as health insurance
coverage, which are available to all of First Federal's employees equally.

(2) Consists of the value of allocations to Mr. Troyer's ESOP account of $0 in 2008 and $18,030 in 2007, matching 401(k)
contributions to Mr. Troyer's account of $6,585 in 2008 and $6,152 in 2007, country club dues of $6,045 in 2008 and 2007
and annual premiums for term life insurance of $421 in 2008 and $420 in 2007.

(3) Consists of the value of allocations to Mr. Finnell's ESOP account of $0 for 2008 and $13,857 in 2007, matching 401(k)
contributions to Mr. Finnell's account of $4,865 in 2008 and $4,649 in 2007, country club dues of $810 in 2008 and $820
in 2007 and annual premiums for term life insurance of $421 for 2008 and $420 in 2007.

Stock Option Information

We did not grant any stock options during the 2008 fiscal year. The
following table contains information regarding unexercised options held by
Messrs. Troyer and Finnell at June 30, 2008. All currently outstanding options
are fully vested and exercisable. We do not grant, and do not have outstanding,
any restricted stock units or other equity-based awards.

- ----------------------------------------------------------------------------------------------------
Outstanding Equity Awards at Fiscal Year-End
- ----------------------------------------------------------------------------------------------------

Equity Incentive
Number of Number of Plan Awards:
Securities Securities Number of
Underlying Underlying Securities
Unexercised Unexercised Underlying
Options/ Options/ Unexercised Option Option
Name Exercisable Unexercisable Unearned Options Exercise Price Expiration Date
- ----------------------------------------------------------------------------------------------------

Trent B. Troyer 800 - - $12.00 01/11/2012

1,000 - - $12.48 12/17/2012

1,000 - - $14.88 01/13/2014
- ----------------------------------------------------------------------------------------------------
Scott C. Finnell 1,900 - - $8.375 11/08/2010

600 - - $12.48 12/17/2012

500 - - $14.88 01/13/2014
- ----------------------------------------------------------------------------------------------------

Change of Control Agreements

First Federal has entered into change of control agreements with Mr.
Troyer and Mr. Finnell. The change of control agreements provide that if Mr.
Troyer or Mr. Finnell, as applicable, is terminated by First Federal without
"just cause" (as defined in the agreement), or terminates his employment for
specified reasons set forth in the agreement, at any time during the six months
preceding or one year following a change of control (as defined in the
agreement), we will make certain specified payments. Those payments are (i) the
premiums required to maintain coverage for him and his dependents in all
programs subject to the benefit provisions of COBRA until the earlier of the
date replacement coverage is obtained or the one year anniversary of the
termination and (ii) in the case of Mr. Troyer, an amount equal to two times
his then current annual base salary and, in the case of Mr. Finnell, an amount
equal to one times his then current annual base salary. Had their employment
been terminated in connection with a change in control as of June 30, 2008, (i)
Mr. Troyer would have received a payment of $260,000 and health insurance
coverage for himself and his dependents for a maximum of one year at an annual
cost to First Federal of $9,566.40, and (ii) Mr. Finnell would have received a
payment of $94,300 and health insurance coverage for himself and his dependents
for a maximum of one year at an annual cost to First Federal of $9,566.40.

If the sum of these payments and any other payments or benefits
constitutes "excess parachute payments" under the Internal Revenue Code, then
the amounts due under the change of control agreement will be reduced to the
maximum amount that would not be an "excess parachute payment."

Retirement Benefits

We provide the following retirement benefits for the benefit of all
employees of FFD and First Federal who are age 21 or older and who have
completed at least one year of service.

401(k) Plan. The 401(k) plan is a participatory plan allowing employees
to defer a portion of their wages into retirement savings. We make a
contribution on behalf of each eligible employee into the 401(k) plan equal to
3% of the employee's annual wages. If the employee chooses to defer wages into
the plan, we may also match up to 4% of the employee's deferral. Additionally,
at the Board's sole discretion, we may also make additional contributions to
employee accounts as profit sharing.

Employee Stock Ownership Plan. The ESOP provides an ownership interest in
FFD to all eligible full-time employees of First Federal. ESOP shares are
allocated among participants on the basis of compensation. Except for
participants who retire, become disabled or die during a plan year, all other
participants must have completed at least 1,000 hours of service in order to
receive an allocation. Benefits become fully vested after five years of
service. In 2008, we did not allocate any ESOP shares to the accounts of
participants because all shares held in the ESOP have previously been
allocated.

RELATED PERSON TRANSACTIONS

First Federal makes loans to executive officers and directors of FFD and
First Federal and their related business interests in the ordinary course of
business. All amounts owed by directors or executive officers, or their related
business interests, in excess of $120,000 during the last fiscal year were
pursuant to loans that were made on substantially the same terms as those
prevailing at the time for comparable transactions with other persons not
related to FFD and First Federal, did not involve more than the normal risk of
collectibility or present other unfavorable features and that are current in
their payments.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, our directors and executive officers
and persons holding more than 10% of our common shares are required to report
their ownership of common shares and any changes in such ownership to both the
SEC and us. To our knowledge and based solely upon a review of such reports and
written representations that no other reports were required during the fiscal
year ended June 30, 2008, none of our directors, officers or 10% holders failed
to timely file any such reports.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Change in Independent Registered Public Accounting Firm

On July 17, 2007, our Audit Committee dismissed Grant Thornton LLP
("Grant Thornton") as our independent registered public accounting firm. The
Audit Committee dismissed Grant Thornton in connection with the transition by
Grant Thornton of the financial institutions practice in its Cincinnati, Ohio
office to another accounting firm.

Grant Thornton's report on our financial statements for our fiscal years
ended June 30, 2006 and 2005 did not contain an adverse opinion or a disclaimer
of opinion, and neither of those reports was qualified or modified as to
uncertainty, audit scope, or accounting principles. During our two most recent
fiscal years and the subsequent interim periods preceding Grant Thornton's
dismissal, there were no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Grant Thornton's
satisfaction, would have caused it to make a reference to the subject matter of
the disagreements in connection with its report.

On July 17, 2007, the Audit Committee engaged Crowe Horwath LLP ("Crowe
Horwath") as our independent registered public accounting firm. During our
fiscal years ended June 30, 2006 and 2005, and during the subsequent interim
periods preceding Crowe Horwath's engagement, we had not consulted with Crowe
Horwath regarding (a) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on our financial statements, and neither was written or oral advice
provided to us that Crowe Horwath concluded was an important factor considered
by us in reaching a decision as to the accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of a disagreement (as
defined in paragraph (a)(1)(iv) of Item 304 of SEC Regulation S-K and the
related instructions to that item) or reportable event (as described in
paragraph (a)(1)(iv) of Item 304 of SEC Regulation S-K).

Selection of Independent Registered Public Accounting Firm for 2008

The Audit Committee has selected Crowe Horwath as our independent
registered public accounting firm for the current fiscal year. The Audit
Committee and management expect that a representative of Crowe Horwath will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.

Fees of Independent Registered Public Accounting Firm

The following tables set forth the fees we paid to Crowe Horwath for the
audit of our annual financial statements for the years ended June 30, 2008 and
2007 and fees billed for other services rendered by them to us during the
periods.

- -------------------------------------------------------------------------------
Fees of Independent Registered Public Accounting Firm
- -------------------------------------------------------------------------------
Year Ended Year Ended
Type of Fees June 30, 2008 June 30, 2007
- -------------------------------------------------------------------------------
Audit fees(1) $56,915 $49,000
- -------------------------------------------------------------------------------
Audit related fees(2) 575 -
- -------------------------------------------------------------------------------
Tax fees(3) 11,250 10,000
- -------------------------------------------------------------------------------
All other fees(4) 8,500 -
------- -------
- -------------------------------------------------------------------------------
Total fees $77,240 $59,000
======= =======
- -------------------------------------------------------------------------------

(1) These are fees for professional services performed for the audit of our
annual financial statements and review of financial statements included
in our Forms 10-QSB, and services that are normally provided in
connection with statutory or regulatory filings or engagements.

(2) These are fees for assurance and related services that are reasonably
related to the performance of the audit or review of our financial
statements, such as consultations regarding the impact of accounting
pronouncements and the implementation of internal control procedures.

(3) These are fees for professional services performed with respect to tax
compliance, tax advice and tax planning, such as the preparation of
federal, state and local tax returns.

(4) These are fees for any other work that is not included in any of the
above categories.

The Audit Committee pre-approves all services to be performed by our
independent registered public accounting firm, and during the year ended June
30, 2008, all services provided to us by Crowe Horwath were approved in advance
by the Audit Committee.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for overseeing FFD's accounting
functions and controls, as well as selecting an accounting firm to audit FFD's
financial statements. The Board has adopted the Audit Charter to set forth the
Audit Committee's responsibilities.

As required by the Audit Charter, the Audit Committee reviewed and
discussed the audited financial statements with FFD's management. The Audit
Committee also received and reviewed the report of Crowe Horwath regarding the
results of their audit, as well as the written disclosures and the letter from
Crowe Horwath required by Independence Standards Board Standard No. 1, as
adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule
3600T. A representative of Crowe Horwath also discussed with the Audit
Committee Crowe Horwath's independence from FFD, as well as the matters
required to be discussed by Statement of Auditing Standards 61, as amended, as
adopted by the PCAOB in Rule 3200T.

Discussions between the Audit Committee and the representative of Crowe Horwath
included the following:

o Crowe Horwath's responsibilities in accordance with generally
accepted auditing standards;

o The initial selection of, and whether there were any changes in,
significant accounting policies or their application;

o Management's judgments and accounting estimates;

o Whether there were any significant audit adjustments;

o Whether there were any disagreements with management;

o Whether there was any consultation with other accountants;

o Whether there were any major issues discussed with management prior
to Crowe Horwath's retention;

o Whether Crowe Horwath's encountered any difficulties in performing
the audit;

o Crowe Horwath's judgments about the quality of FFD's accounting
principles; and

o Crowe Horwath's responsibilities for information prepared by
management that is included in documents containing audited
financial statements.

Based on its review of the financial statements and its discussions with
management and Crowe Horwath's representative, the Audit Committee did not
become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee has recommended to the Board that
the audited financial statements be included in FFD's Annual Report on Form
10-KSB for the year ended June 30, 2008, to be filed with the SEC.

Stephen G. Clinton, Chairman
Richard A. Brinkman, Jr.
Enos L. Loader

SHAREHOLDER PROPOSALS

Shareholders desiring to submit proposals to be considered for inclusion
in our proxy statement and form of proxy for the 2009 annual meeting of
shareholders must provide their proposals by May 25, 2009. If a shareholder
intends to present a proposal and the proposal was not included in the proxy
materials for the meeting, if we do not receive the proposal before August 8,
2009, then the proxies designated by the Board for the 2009 annual meeting will
be entitled to vote on such proposal in their discretion, despite the exclusion
of any discussion of the matter in the proxy materials.

DELIVERY OF ANNUAL MEETING MATERIALS
TO SHAREHOLDERS AT THE SAME ADDRESS

The SEC has implemented rules regarding the delivery of proxy materials
(i.e., annual reports and proxy statements) to households. This method of
delivery, often referred to as "householding," would generally permit us to
send a single annual report and a single proxy

statement to any household at which two or more different shareholders reside
if we believe the shareholders share the same address, so long as the
shareholder(s) have not opted out of the householding process after receiving
appropriate notice that we have instituted householding. Each shareholder would
continue to receive a separate notice of any meeting of shareholders and a
separate proxy card. We have not instituted householding, but we may do so in
the future. If we choose to do so, we will notify registered shareholders who
will be affected by householding at that time.

Many brokerage firms and other holders of record have instituted
householding. If your family has one or more "street name" accounts under which
our common shares are beneficially owned, you may have received householding
information from your broker, financial institution or other nominee in the
past. Please contact the holder of record directly if you have questions,
require additional copies of this Proxy Statement or our 2008 Annual Report to
Shareholders or if you wish to revoke householding and thereby receive multiple
copies. You should also contact the holder of record if you wish to institute
householding. These options are available to you at any time.

OTHER MATTERS

The Board knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed proxy
to vote such proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting. Our 2008 Annual Report to
Shareholders, including financial statements, is enclosed with this Proxy
Statement. Any shareholder who has not received a copy of the 2008 Annual
Report may obtain a copy, free of charge, by writing to us. The 2008 Annual
Report is not part of the proxy solicitation materials and is not incorporated
herein by reference.

IT IS IMPORTANT THAT PROXIES ARE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO COMPLETE, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

By Order of the Board of Directors

/s/ Trent B. Troyer

Dover, Ohio Trent B. Troyer
September 23, 2008 President and Chief Executive Officer

REVOCABLE PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FFD FINANCIAL CORPORATION

FFD FINANCIAL CORPORATION 2008 ANNUAL MEETING OF SHAREHOLDERS

October 21, 2008

The undersigned shareholder of FFD Financial Corporation ("FFD") hereby
constitutes and appoints Stephen G. Clinton and Leonard L. Gundy, or either one
of them, as the Proxy or Proxies of the undersigned, with full power of
substitution and resubstitution, to vote at the 2008 Annual Meeting of
Shareholders of FFD to be held on October 21, 2008, at the Toland-Herzig
Monarch Center, 831 Boulevard, Dover, Ohio 44622, at 1:00 p.m., local time (the
"Annual Meeting"), all of the shares of FFD which the undersigned is entitled
to vote at the Annual Meeting, or at any adjournment thereof, on each of the
following proposals, all of which are described in the accompanying Proxy
Statement:

1. The election of the three directors listed below to serve for two-year
terms expiring in 2010 (except as marked to the contrary below):

David W. Kaufman Enos L. Loader Robert D. Sensel

[ ] FOR [ ] WITHHOLD

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).

- -------------------------------------------------------------------------------

2. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.

IMPORTANT: Please sign and date this Proxy where indicated.

Your Board of Directors recommends that you vote "FOR" the director
nominees listed above.

This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. Unless otherwise specified, the shares
will be voted FOR the nominees listed.

All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2008 Annual Meeting of Shareholders of FFD, the
accompanying Proxy Statement and the FFD's 2008 Annual Report to Shareholders
is hereby acknowledged.

Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should
give their full titles.

- ---------------------------- ----------------------------
Signature Signature

- ---------------------------- ----------------------------
Print or Type Name Print or Type Name

Dated:______________________ Dated:______________________

PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.