0001144204-09-015197 Sample Contracts

RURBAN FINANCIAL CORP. AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR KENNETH A. JOYCE
Supplemental Executive Retirement Plan Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks • Ohio

THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”). Effective as of the Restatement Effective Date, RFC and the Executive hereby amend and restate this Agreement, as set forth herein.

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RURBAN FINANCIAL CORP. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR DUANE L. SINN
Change of Control Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks • Ohio

THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”). Effective as of the Restatement Effective Date, RFC and the Executive hereby amend and restate this Agreement in its entirety as set forth herein.

SCHEDULE A TO
Supplemental Executive Retirement Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks

Rurban Financial Corp. (the “Registrant”) has entered into Amended and Restated Supplemental Executive Retirement Agreements effective as of December 31, 2008 (“Amended SERP Agreements”), with the executive officers of the Registrant identified below, which Amended SERP Agreements are substantially identical to the Amended and Restated Supplemental Executive Retirement Agreement, effective as of December 31, 2008, 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 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”).

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR KENNETH A. JOYCE
Employment Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks

This Second Amendment to the Employment Agreement for Kenneth A. Joyce dated as of August March 1, 2006 (“Agreement”) is effective as of this 31st day of December, 2008.

SCHEDULE A TO
Change in Control Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks

Rurban Financial Corp. (the “Registrant”) has entered into Amended and Restated Change in Control Agreements with the executive officers of the Registrant identified below, which Amended and Restated Change in Control Agreements are substantially identical to the Amended and Restated Change in Control Agreement, effective as of December 31, 2008, 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 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”).

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