0000950152-06-006862 Sample Contracts

FIRST AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • August 11th, 2006 • Rurban Financial Corp • State commercial banks

WHEREAS, effective March 1 2006 (“Effective Date”), Rurban Financial Corporation (“RFC”), an Ohio business corporation having a principal place of business at 401 Clinton Street, Defiance, Ohio, and Kenneth A. Joyce, individually (“Executive”) entered into a Supplemental Executive Retirement Plan (“Plan”);

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FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 11th, 2006 • Rurban Financial Corp • State commercial banks

WHEREAS, effective March 1 2006 (“Effective Date”), Rurban Financial Corporation (“RFC”), an Ohio business corporation having a principal place of business at 401 Clinton Street, Defiance, Ohio, and Duane L. Sinn, individually (“Executive”) entered into a Change in Control Agreement (“Agreement”);

Contract
Rurban Financial Corp • August 11th, 2006 • State commercial banks

Rurban Financial Corp. (the “Registrant”) has entered into First Amendments to Supplemental Executive Retirement Agreements with the executive officers of the Registrant identified below, which First Amendments to Supplemental Executive Retirement Agreements are substantially identical to the First Amendment to Supplemental Executive Retirement Agreement, executed May 16, 2006 and effective as of March 1, 2006, by and between the Registrant and Kenneth A. Joyce, President and Chief Executive Officer of the Registrant, a copy of which was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (the “June 30, 2006 Form 10-Q”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2006 • Rurban Financial Corp • State commercial banks

WHEREAS, effective March 1, 2006 (“Effective Date”), Rurban Financial Corp. (“RFC”), an Ohio bank holding company having a place of business at 401 Clinton Street, Defiance, Ohio, and Kenneth A. Joyce (“Executive”) entered into an Employment Agreement (“Agreement”);

Contract
Rurban Financial Corp • August 11th, 2006 • State commercial banks

Rurban Financial Corp. (the “Registrant”) has entered into First Amendments to Change in Control Agreements with the executive officers of the Registrant identified below, which First Amendments to Change in Control Agreements are substantially identical to the First Amendment to Change in Control Agreement, executed May 17, 2006 and effective as of March 1, 2006, by and between the Registrant and Duane L. Sinn, Executive Vice President and Chief Financial Officer of the Registrant, a copy of which was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (the “June 30, 2006 Form 10-Q”).

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