##### 



Exhibit 10.20
 NONQUALIFIED
 DEFERRED COMPENSATION PLAN
 ADOPTION AGREEMENT




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##### 



NONQUALIFIED
DEFERRED COMPENSATION PLAN
ADOPTION AGREEMENT
 RURBAN FINANCIAL CORPORATION
 PREAMBLE
 Plan Type (choose one of (a) or (b))
 [X]
    
    (a) Nonqualified Deferred Compensation Plan. An unfunded
nonqualified deferred compensation plan which is (choose
only one of (i), (ii) or (iii)):
 [  ]
    
    (i) Excess benefit plan.An excess
benefit plan under ERISA and
exempt from Title I of ERISA.
 [X]
    
    (ii) Top-hat plan.A SERP or other
plan primarily for a select
group of management or highly
compensated employees under
ERISA and partially exempt from
Title I of ERISA.
 [  ]
    
    (iii) Contractors only.A plan
benefiting only Contractors
(non-Employees) and exempt from
Title I of ERISA.
 [  ]
    
    (b) Ineligible 457 Plan. An ineligible 457 Plan subject to Code
§457(f). The Employer is (choose only one of (i) or (ii)):
 [  ]
    
    (i) Governmental Plan.A State.
 [  ]
    
    (ii) Tax-Exempt Plan.A Tax-Exempt
Organization. The Plan is
intended to be a top-hat plan
as described in (a)(ii) above or
the Plan benefits only
Contractors.
 Note: If the Employer elects (a)(i), the Plan benefits only Employees. If the Employer elects
(a)(ii), the Plan generally may not benefit Contractors based on the primarily requirement. If
the Employer elects (a)(iii), the Plan benefits only Contractors. If the Employer elects (b)(i),
the Plan may benefit Employees and Contractors. If the Employer elects (b)(ii), the plan is either
a top-hat plan or benefits only Contractors.
 ARTICLE I
DEFINITIONS
 Change in Control. (choose (a) or choose one of (b), (c) or (d)
 [  ]
    
    (a) Not applicable.Change in Control does not apply for purposes of this Plan.
 [X]
    
    (b) All events.Change in Control means all events under Section 1.10.
 1




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##### 



[  ]
    
    (c) Limited events.Change in Control means only the following events under Section 1.10 (choose one or two of (i),
(ii) and (iii)):
 [  ]
    
    (i) Change in ownership of the Employer.
 [  ]
    
    (ii) Change in the effective control of the Employer.
 [  ]
    
    (iii) Change in the ownership of a substantial portion of the Employers assets.
 [  ]
    
    (d) (Specify): .
 Note: The Employer may not use the blank in (d) to specify events not described in Prop. Treas.
Reg. §1.409A-3(g)(5). However, the Employer may increase the percentages required to trigger a
Change in Control under one or all three of the listed events.
 Compensation. choose (a) or at least one of (b)  (e)
 [X]
    
    (a) No modifications.
 [  ]
    
    (b) Net Compensation.Exclude all elective deferrals to other plans of the Employer described in Section 1.14.
 [  ]
    
    (c) Base Salary only.Exclude all Compensation other than Base Salary.
 [  ]
    
    (d) Bonus only.Exclude all Compensation other than Bonus.
 [  ]
    
    (e) (Specify):  .
 Note: See Section 1.14 as to Contractor Compensation.
 Disability. (choose (a) or choose one of (b) or (c))
 [  ]
    
    (a) Not applicable.Disability does not apply for purposes of this Plan.
 [X]
    
    (b) All impairments.All impairments constituting Disability.
 [  ]
    
    (c) Limited.Only the following impairments constituting Disability:

 .
 Effective Date. (choose one of (a) or (b))
 [X]
    
    (a) New Plan.This Plan is a new Plan and is effective January 1, 2007.
 [  ]
    
    (b) Restated Plan.This Plan is a restated Plan and is restated effective as of . The Plan is restated to comply with Code §409A. The Plan was
originally effective .
 Plan Name Rurban Financial Corp.
Supplemental Executive Retirement Plan
 2




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Retirement Age. (choose only one of
(a)-(d))
 [  ]
    
    (a) Not applicable.Retirement Age does not apply for purposes of this Plan.
 [X]
    
    (b) Age.The Participants attainment of age 55.
 [  ]
    
    (c) Age and service.The Participants attainment of age  with  Years of Service with the Employer.
 [  ]
    
    (d) (Specify): .
 Specified Employee. (choose (a) or choose one of (b) or (c))
 [  ]
    
    (a) Not applicable.The Employer does not have any Specified Employees.
 [X]
    
    (b) December 31.
 [  ]
    
    (c) (Specify):.
 Unforeseeable Emergency. (choose (a) or choose one of (b)
or (c))
 [X]
    
    (a) Not applicable.Unforeseeable Emergency does not apply for purposes of this Plan.
 [  ]
    
    (b) All events.All events constituting Unforeseeable Emergency.
 [  ]
    
    (c) Limited.Only the following events constituting Unforeseeable Emergency:
 
 Wraparound Election. (choose one of (a) or (b))
 [X]
    
    (a) Permits.Permits Participants who participate in a 401(k)
plan of the Employer to make Wraparound Elections.
 [  ]
    
    (b) Not permitted.Does not permit Wraparound Elections (or the
Employer does not maintain a 401(k) plan covering any
Participants).
 Year of Service. (choose (a) or choose one or more of (b)  (e))
 [X]
    
    (a) Not applicable.Year of Service does not apply for purposes of this Plan.
 [  ]
    
    (b) Year of continuous service.To receive credit for one Year of Service, the Participant must remain in
continuous employment with the Employer (or render contract service to the Employer) for the entire Taxable
Year.
 3




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##### 



[  ]
    
    (c) Service on any day.To receive credit for one Year of Service, the Participant only need be employed by the
Employer (or render contract service to the Employer) on any day of a Taxable Year.
 [  ]
    
    (d) Pre-Plan service.The Employer will treat service before the Plans effective date for determining Years of
Service as follows (choose one of (i) or (ii)):
 [  ]
    
    (i)Include.
 [  ]
    
    (ii)Disregard.
 [  ]
    
    (e) (Specify): .
 ARTICLE II
PARTICIPATION
 Participant Designation. (choose one of (a), (b) or (c))
 [  ]
    
    (a) All top-hat Employees.All Employees whom the Employer from
time to time designates as part of a select group of
management or highly compensated employees.
 [  ]
    
    (b) All Employees with maximum qualified plan additions or
benefits.All Employees who have reached or will reach their
limit under Code §§415(b) or (c) in the Employers qualified
plan for the Taxable Year or for the 415 limitation year
ending in the Taxable Year.
 [X]
    
    (c) Specified Employees/Contractors by name, job title or
classification:SVP and above that are highly compensated
employees (HCE) for any of the RBNF employers. Directors
for Rurban Financial Corp., The State Bank and Trust
Company, and Rurbanc Data Services, Inc. and anyone listed
in Exhibit A (e.g.,Joe Smith, Executive Vice Presidents
or those Employees/Contractors specified in Exhibit A).
 Note: An Employer might elect (c) and reference Exhibit A to maintain confidentiality within the
workforce as to the identity of some or all Participants.
 Elective Deferrals. (choose one of (a), (b) or (c))
 [X]
    
    (a) Permitted.Participants may make Elective Deferrals.
 [  ]
    
    (b) Not permitted.Participants may not make Elective Deferrals.
 [  ]
    
    (c) Frozen Elective Deferrals.The Plan does not permit Elective Deferrals as of:
 
 Amount limitation/conditions. (choose (a) or choose at
least one of (b)  (d))
 [  ]
    
    (a) No limitation.
 4




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[X]
    
    (b) Maximum Elective Deferral amountNone for Board members and 75% of compensation for
everyone else.
 [  ]
    
    (c) Minimum Elective Deferral amount.
 [  ]
    
    (d) (Specify).
 Election timing. (choose one of (a) or (b))
 [X]
    
    (a) By the deadline.No later than the applicable election deadline under Section 2.02(B).
 [  ]
    
    (b) Specified date.No later than _______ days before the applicable election deadline under Section
2.02(B).
 Final payroll period. (choose one of (a) or (b))
 [X]
    
    (a) Current Year.As Compensation for the current Taxable Year.
 [  ]
    
    (b) Subsequent Year.As Compensation for the subsequent Taxable Year.
 Early elections/changes. (choose one of (a) or (b))
 [X]
    
    (a) May change.May change the Election until the applicable election deadline.
 [  ]
    
    (b) May not change.May not change the election as to the Taxable Year to which the election applies.
 Note: A payment change election under Section 4.03(B) is a separate election which is not
controlled by this Section 2.02(C).
 Election duration. (choose one of (a) or
(b))
 [  ]
    
    (a) Taxable Year only.Applies only to the Participants
Compensation for the Taxable Year for which the Participant
makes the election.
 [X]
    
    (b) Continuing.Applies to the Participants Compensation for
all Taxable Years, commencing with the Taxable Year for
which the Participant makes the election, unless the
Participant makes a new election or revokes or modifies
his/her existing election.
 Nonelective Contributions. (choose (a) or (f) or choose one or more of
(b)  (e))
 [X]
    
    (a) None.The Employer will not make Nonelective Contributions to the Plan.
 [  ]
    
    (b) Fixed percentage.% of the Participants Compensation.
 [  ]
    
    (c) Fixed dollar amount.$ per Participant.
 5




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##### 



[  ]
    
    (d) Discretionary.Such Nonelective Contributions (or additional Nonelective Contributions) as the Employer may
elect, including zero.
 [  ]
    
    (e) (Specify): .
 [  ]
    
    (f) Frozen Nonelective Contributions.The Employer will not make any Nonelective
Contributions as of: .
 Matching Contributions. (choose (a) or (i) or choose one or more of (b)  (h))
 [X]
    
    (a) None.The Employer will not make Matching Contributions to the Plan.
 [  ]
    
    (b) Fixed match-flat.An amount equal to
% of each
Participants Elective Deferrals for each Taxable Year.
 [  ]
    
    (c) Fixed match-tiered.An amount equal to the following percentages for each
specified level of a Participants Elective Deferrals or Years of Service
for each Taxable Year:
 Elective Deferrals
    
    Matching Percentage%%%%
 Note: Specify Elective Deferrals subject to match as a percentage of Compensation or a dollar
amount.
 Years of Service
    
    Matching Percentage%%%%
 [  ]
    
    (d) No other caps.The Employer in applying the Matching Contribution formula under (b) or (c) above will not limit
the Participants Elective Deferrals taken into account (except as indicated above) and otherwise will not limit
the amount of the match.
 [  ]
    
    (e) Limit on Elective Deferrals matched.The Employer in making Matching Contributions will disregard a Participants
Elective Deferrals exceeding  (specify percentage or dollar amount of
Compensation) for the Taxable Year.
 [  ]
    
    (f) Limit on matching amount.The Matching Contribution for any Participant for a Taxable Year may not exceed:
 (specify percentage or dollar amount of Compensation).
 [  ]
    
    (g) Discretionary.Such Matching Contributions as the Employer may elect, including zero.
 [  ]
    
    (h) (Specify):
 6




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[  ]
    
    (i) Frozen Matching Contributions.The Employer will not make any Matching Contributions as of:
 Actual or Notional Contribution (choose one of (a)
or (b) and choose (c) as applicable)
 [  ]
    
    (a) Actual.Made in cash or property to Participant Accounts or to the Trust.
 [  ]
    
    (b) Notional.Credited to Participant Accounts only as a bookkeeping entry.
 [X]
    
    (c) (Specify): Not Applicable. The Employer will not make any contributions to the Plan
 Allocation Conditions. (choose (a) or choose one or both of
(b) and (c))
 [X]
    
    (a) No allocation conditions.
 [  ]
    
    (b) Year of continuous service.The Participant must remain in continuous employment with the Employer (or render
contract service to the Employer) for the entire Taxable Year.
 [  ]
    
    (c) (Specify):
 ARTICLE III
VESTING AND SUBSTANTIAL RISK OF FORFEITURE
 Vesting Schedule/Other Substantial Risk of Forfeiture. (choose (a) or
choose one or more of (b)  (f))
 [  ]
    
    (a) Not applicable.The Plan does not apply a vesting schedule or other Substantial Risk of
Forfeiture.
 [X]
    
    (b) Immediate vesting.100% Vested at all times with respect to the entire Accrued Benefit.
 [  ]
    
    (c) Immediate vesting (Elective Deferrals)/vesting schedule (Employer Contributions). A
Participants Elective Deferral Account is 100% Vested at all times. A Participants
Nonelective Contributions Account and Matching Contributions Account are subject to the
following vesting schedule:
 Years of Service
    
    Vesting %%%%%
 7




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[  ]
    
    (d) Vesting schedule  entire Accrued Benefit.
The Participants entire Accrued Benefit is
subject to the following vesting schedule:
 Years of Service
    
    Vesting %or less
    
0
%%%%%%or more
    
100
%
 [  ]
    
    (e) Vesting schedule  class year or all years.The Plans vesting schedule applies as follows
(Choose one of (i) or (ii)):
 [  ]
    
    (i) Class year.Apply the vesting schedule separately to the Deferred
Compensation for each Taxable Year.
 [  ]
    
    (ii) All years.Apply the vesting schedule to all Deferred Compensation based on
all Years of Service.
 [  ]
    
    (f) Other Substantial Risk of Forfeiture.(Specify):
 
 Note: An Employer may elect both a vesting schedule and an additional Substantial Risk of
Forfeiture. In such event, a Participant failing to satisfy the conditions resulting in a
Substantial Risk of Forfeiture will forfeit his/her Account, even if 100% Vested under any vesting
schedule. If the Plan is an Ineligible 457 Plan, the Employer must specify a Substantial Risk of
Forfeiture, which may be a vesting schedule provided that under any graded vesting schedule, an
Ineligible 457 Plan Participant will be taxed as and when each portion of his/her Deferred
Compensation vests.
 Immediate Vesting on Specified Events. (choose (a) or choose one or more of (b)  (e))
 [X]
    
    (a) Not Applicable.
 [  ]
    
    (b) Retirement Age.On or following Retirement Age.
 [  ]
    
    (c) Death.As a result of death.
 [  ]
    
    (d) Disability.As a result of Disability.
 [  ]
    
    (e) (Specify):
 
 Note: An early vesting provision generally does not result in prohibited acceleration of benefits
under Code §409A. See Plan Section 4.03(C).
 Application of Forfeitures. (choose only one of (a)  (d))
 8




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##### 



[X]
    
    (a) Not Applicable.Not apply any provision regarding allocation of forfeitures since there are no Plan forfeitures.
 [  ]
    
    (b) Retain.Keep all forfeitures for the Employers account.
 [  ]
    
    (c) Allocate.Allocate (in the year in which the forfeiture occurs) any forfeiture to the Accounts of the remaining
(nonforfeiting) Participants, in accordance with one of the following methods (choose only one):
 [  ]
    
    (i) Per Compensation.In the same ratio each Participants Compensation for the
Taxable Year bears to the total Compensation of all Participants sharing in the
forfeiture allocation for the Taxable Year.
 [  ]
    
    (ii) Per Account balances.In the same ratio each Participants Account balance
at the beginning of the Taxable Year bears to the total Account balances of all
Participants sharing in the forfeiture allocation for the Taxable Year.
 [  ]
    
    (d) (Specify):
 
 ARTICLE IV
BENEFIT PAYMENTS
 Specified Employees. (choose (a)
or choose one of (b) or (c)
 [  ]
    
    (a) Not applicable.The Employer does not employ any Specified Employees.
 [X]
    
    (b) Accumulate payments.The Plan will accumulate all payments otherwise payable within the 6 month period and pay
such accumulated amounts on: (specify a date /time after the 6 month period).
 [  ]
    
    (c) Delay installments.The Plan will delay payment of each installment otherwise payable within the 6 month period
to a date which is 6 months following the original due date of each payment.
 Contractor deemed Separation from Service. choose one of (a) or (b)
 [X]
    
    (a) Applies deemed Separation from Service.Applies the deemed
Separation from Service provisions of Section 4.01(B).
 [  ]
    
    (b) Does not apply.Does not apply the deemed Separation from
Service provisions of Section 4.01(B).
 Other Payment Events. (choose one of (a) or (b))
 9




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[  ]
    
    (a) Not permitted.Does not permit payment to any Participant except based on Separation from Service or death.
 [X]
    
    (b) Permitted.Permits payment to a Participant as follows (choose one or more of (i)  (vi)):
 [X]
    
    (i) Disability.The Plan permits payment to a Participant who incurs a Disability.
 [X]
    
    (ii) Specified Time.The Plan permits payment to a Participant at a Specified Time
(choose one of (I)  (IV)):
 [  ]
    
    (I) Forfeiture Lapse.At the time that the Deferred Compensation no
longer is subject to a Substantial Risk of Forfeiture.
 [X]
    
    (II) Retirement Age.At or commencing on Retirement Age.
 [  ]
    
    (III) (Specify): On:  (e.g., January 1, 2015).
 [  ]
    
    (IV) Election.In accordance with a Participant or Employer election
under Sections 4.03(A) or (B).
 Note: The Employer must approve a Participant election of any option not specified in the Adoption
Agreement. See Section 4.07. Payment at a Specified Time will be a lump-sum payment.
 [X]
    
    (iii) Fixed Schedule.The Plan Permits payment to a Participant in accordance with
the following Fixed Schedule (choose one of (I) or (II)):
 [X]
    
    (I) Schedule:December 1 and June 1 of each year if elected at the
time of the initial deferral.
 [  ]
    
    (II) Election.In accordance with a Participant or Employer election
under Sections 4.03(A) or (B).
 Note: The Employer must approve a Participant election of any option not specified in the Adoption
Agreement. See Section 4.07. Payment pursuant to a Fixed Schedule will be installments or an
annuity commencing at a specific time.
 [X]
    
    (iv) Change in Control.The Plan permits payment to a Participant based on a Change
in Control.
 [  ]
    
    (v) Unforeseeable Emergency.The Plan permits payment to a Participant who has
an Unforeseeable Emergency.
 [  ]
    
    (vi) (Specify):
 (e.g.,based on Unforeseeable Emergency, but only as the Elective Deferral Accounts).
 Note: The Employer in (vi) may modify any of (i)-(v) but only if such modifications are consistent
with Code §409A.
 Form, Timing and Method of Payment/Elections. (complete (a), (b) and (c))
 10




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(a)
    
    Form.The form of payment will be (choose only one of (i)  (iv)):
 [X]
    
    (i) Cash only.
 [  ]
    
    (ii) Property only.
 [  ]
    
    (iii) Property or cash (or both).
 [  ]
    
    (iv) Election.In accordance with a Participant or Employer
election under Sections 4.03(A) or (B).
 Note: The Employer must approve a Participant election under (a)(iv) of any payment form option
not specified in the Adoption Agreement. See Section 4.07.
 Note: A choice between cash or property is not subject to Code §409A. See Prop. Treas. Reg.
§1.409A-2(a)(1). The Plan treats this election as not subject to the timing rules applicable to the
election of payment timing and method. Also see Section 4.03(C) as to anti-acceleration.
 (b)
    
    Timing.Payment will commence or be made (choose only one of (i)  (v)):
 [X]
    
    (i) 30 days.On a date which is 30 days following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed Schedule.
 [  ]
    
    (ii) 6 months.On a date that is 6 months following the payment
event, unless otherwise made at a Specified Time or in
accordance with a Fixed Schedule.
 [  ]
    
    (iii) Specified Time/Fixed Schedule.At the Specified Time under
Section 4.02(b)(ii) or pursuant to the Fixed Schedule
under Section 4.02(b)(iii).
 [  ]
    
    (iv) (Specify): .
 [  ]
    
    (v) Election.In accordance with a Participant or Employer
election under Sections 4.03(A) or (B).
 Note: The Employer must approve a Participant election under (b)(v) of any payment timing option
not specified in the Adoption Agreement. See Section 4.07.
 Note: See Section 4.01(A) as to restrictions on timing of payments to Specified Employees.
 (c)
    
    Method.The Plan will make payment in the form of (choose one or more of (i)  (v)):
 [X]
    
    (i) Lump-sum. A single payment.
 [X]
    
    (ii) Installments.In installments as follows: Once a year, maximum of 10 years.
 [  ]
    
    (iii) Annuity.An immediate annuity contract.
 [  ]
    
    (iv) (Specify):.
 [  ]
    
    (v) Election.In accordance with a Participant or Employer election under Sections 4.03(A) or (B).
 11




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##### 



Note: The Employer must approve a Participant election under (c)(v) of any payment method option
not specified in the Adoption Agreement. See Section 4.07.
 Initial payment elections. (choose only one of (a)  (d))
 [  ]
    
    (a) No elections.The Plan and Adoption Agreement specify the form, timing and method of payment.
 [X]
    
    (b) Participant initial election.Permits a Participant initially to elect the form, timing and method of payment of
his/her Deferred Compensation in accordance with Section 4.03(A) (choose only one of (i) or (ii)):
 [  ]
    
    (i ) All Accounts.The Plan applies a Participants elections to all of the Participants
Accounts under the Plan.
 [X]
    
    (ii) Elective Deferral Account.The Plan applies a Participants elections only to the
Participants Elective Deferral Account. The Employer will make all payment elections
as to Nonelective and Matching Contribution Accounts.
 Note: A Participant in his/her election form may limit the payment election to Compensation
Deferred at the time of the election or also may apply the payment election to all future Deferred
Compensation, regardless of whether under (a) above, the Participants election applies to some or
all of the Participants Account types.
 [  ]
    
    (c) Employer initial election. Permits the Employer (and not the
Participant) initially to elect the form, timing and method
of payment of all Participant Accounts in accordance with
Section 4.03(A).
 [  ]
    
    (d) (Specify): 
 (e.g., the Participant may make an election only as to the Participants Grandfathered Amounts).
 Note: If a Participant or the Employer does not make an initial payment election, see Section 4.03(A).
 Change payment elections. (choose only one of (a)  (d))
 Note: Even if the Employer elects Section 4.03(A)(a) not to permit any Participant or Employer
initial payment elections, the Plan treats a Plan designation of the form, timing and method of
payment as an initial election for purposes of applying any change election the Plan permits.
 [  ]
    
    (a) Changes not permitted.Does not permit a Participant, a Beneficiary or the Employer to change an initial payment
election in accordance with Section 4.03(B).
 [X]
    
    (b) Permits changes.Permits changes to an initial payment election or changes to a change payment election in
accordance with Section 4.03(B) and as follows (choose only one of (i) or (ii), choose (iii) if applicable and
choose (iv) if applicable):
 [X]
    
    (i)Participant election.Permits a Participant to make change payment elections.
 [  ]
    
    (ii)Employer election.Permits the Employer to make change payment elections.
 12




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##### 



[X]
    
    (iii)Beneficiary election.Permits a Beneficiary following the Participants death to make change payment
elections.
 [  ]
    
    (iv)(Specify): (e.g., a Beneficiary may make a change payment election only if
the Participant had the right to do so, OR a Participant may make
a change payment election only after attaining age 60).
 [  ]
    
    (c) One change payment election only. Permits a Participant, a Beneficiary or the Employer (as applicable under
Section 4.03(B)(b)) to make only one change payment election in accordance with Section 4.03(B).
 [  ]
    
    (d) (Specify):  (e.g.,permits change payment elections only as to Elective Deferral Account).
 Installment payments. (choose one of (a),
(b) or (c))
 [X]
    
    (a) Single payment.
 [  ]
    
    (b) Series of payments.
 [  ]
    
    (c) Not applicable.The Plan does not permit installment payments.
 Payment delay. (choose one of (a) or (b) and choose (c) as applicable or choose only (d))
 [  ]
    
    (a) All provisions.
 [  ]
    
    (b) Limited provisions: 
(specify applicable payment delay provisions).
 [  ]
    
    (c) Application of non-deductible payment provision. If under
(a) or (b), the Plan applies Section 4.03(B)(6)(a) relating
to certain non-deductible payments, the Plan will pay any
such affected Deferred Compensation (choose one of (i) or
(ii)):
 [  ]
    
    (i) Earliest deductible date.At the
earliest date the Employer
reasonably anticipates that the
payment will be deductible.
 [  ]
    
    (ii) Separation from Service.
Following the affected
Participants Separation from
Service.
 Note: See Section 4.03(B)(6)(e) as to the removal of any of the payment delay provisions and as to
the addition of such provisions.
 [X]
    
    (d) Not Applicable.The Plan does not apply the payment delay provisions of Section
4.03(B)(6).
 Permissible accelerations. (choose one of (a), (b) or (c)
 [  ]
    
    (a) All provisions.
 13




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##### 



[  ]
    
    (b) Limited provisions: 
(specify applicable permissible payment acceleration provisions).
 [X]
    
    (c) Not Applicable.The Plan does not apply the permissible
payment acceleration provisions of Section 4.03(D).
 Cash-out on Separation from Service ($10,000 maximum). (choose one of (a) or (b))
 [  ]
    
    (a) Does not apply cash-out.Will not pay a Participants Vested Account
Balance (not exceeding $10,000) upon Separation from Service in
accordance with Section 4.03(E).
 [X]
    
    (b) Applies cash-out.Will pay a Participants entire Vested Account Balance
(not exceeding $10,000) upon Separation from Service in accordance with
Section 4.03(E).
 Cash-out of 409A Amount on payment event (choose one of (a) or (b)):
 [  ]
    
    (a) Does not apply cash-out.Will not pay a Participants Vested Accrued
Benefit attributable to 409A Amounts on a payment event in accordance
with Section 4.03(F).
 [  ]
    
    (b) Applies cash-out.Will pay a Participants Vested Accrued Benefit
attributable to 409A Amounts as soon as the Participant incurs a payment
event under the Plan in accordance with Section 4.03(F), provided that
the Participants Vested Accrued Benefit attributable to 409A Amounts
does not exceed: $10,000 (specify any amount).
 Note: Option (b) applies only as to Compensation Deferred after the option becomes effective.
 ARTICLE V
TRUST ELECTION AND INVESTMENTS
 Trust Election. (choose one of (a) or (b))
 [X]
    
    (a) No Trust.The Employer does not create the Trust described in Section 5.01.
 [  ]
    
    (b) Rabbi Trust.The Employer will establish the Trust described in Section 5.01 and designated as Exhibit B. The
Trust will be identical in form to the Model Rabbi Trust issued by the Internal Revenue Service under Rev. Proc.
92-64 or any successor thereto. The Employer also may modify the Trust if necessary to comply with Applicable
Guidance. The Employer will select among the optional and alternative features available under the Trust, and the
Employer will not establish or adopt any other trust under the Plan.
 Actual or Notional Earnings. (choose one of (a) or (b))
 [X]
    
    (a) Actual Earnings(choose only one of (i) - (v)):
 [  ]
    
    (i) Trust.In accordance with applicable provisions of the Trust.
 14




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##### 



[  ]
    
    (ii) Employer direction.As a result of the Employers directed investment of the
Account.
 [X]
    
    (iii) Participant direction.As a result of the Participants directed investment
of his/her own Account.
 [  ]
    
    (iv) Participant direction over Elective Deferrals.As a result of the
Participants directed investment of his/her own Elective Deferral Account, and the
Employers directed investment of the balance of the Participants Account.
 [  ]
    
    (v) (Specify):
 [  ]
    
    (b) Notional Earnings.(choose only one of (i), (ii) or (iii)):
 [  ]
    
    (i) Fixed interest.Interest at the rate of  % per annum compounded and applied to (choose
only one of (I), (II) or (III)):
 [  ]
    
    (I) Total Account.The Participants entire Account.
 [  ]
    
    (II) Deferrals only.The Participants Elective Deferral Account,
with the balance of the Account being subject to actual investment as specified in
Section 5.02(a).
 [  ]
    
    (III) Employer Contribution only.The Participants Employer
Contribution Accounts with the balance of the Account being subject to actual
investment as specified in Section 5.02(a).
 [  ]
    
    (ii) Floating interest.Interest at the rate of applied to (choose only one of
(I), (II) or (III)):
 [  ]
    
    (I) Total Account.The Participants entire Account.
 [  ]
    
    (II) Deferrals only.The Participants Elective Deferral Account,
with the balance of the Account being subject to actual investment as specified in
Section 5.02(a).
 [  ]
    
    (III) Employer Contribution only.The Participants Employer
Contribution Accounts with the balance of the Account being subject to actual
investment as specified in Section 5.02(a).
 [  ]
    
    (iii) (Specify):
 15




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##### 



EMPLOYER SIGNATURE
  Name of Employer:
    
    Rurban Financial Corp.
 Employers EIN:
 Signed:
    
    /s/ Kenneth A. Joyce
 Kenneth A. Joyce
 President and CEO
    
    [Name/Title]
 Name of Employer:
    
    The Exchange Bank
 Employers EIN:
 Signed:
    
    /s/ Duane L. Sinn
 Duane L. Sinn
 CFO and Senior Vice President
    
    [Name/Title]
 Name of Employer:
    
    Diverse Computer Marketers, Inc.
 Employers EIN:
 Signed:
    
    /s/ Kenneth A. Joyce
 Kenneth A. Joyce
 Chairman and CEO
    
    [Name/Title]
 Name of Employer:
    
    Reliance Financial Services, N.A.
 Employers EIN:
 Signed:
    
    /s/ David A. Bell
 David A. Bell
 Executive Vice President
    
    [Name/Title]
 Name of Employer:
    
    Rurbanc Data Services, Inc.
 Employers EIN:
 Signed:
    
    /s/ Kenneth A. Joyce
 Kenneth A. Joyce
 Chairman and CEO
    
    [Name/Title]
 16




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##### 



Name of Employer:
    
    Rurban Operations Corp.
 Employers EIN:
 Signed:
    
    /s/ Kenneth A. Joyce
 Kenneth A. Joyce
 Chairman and CEO
    
    [Name/Title]
 Name of Employer:
    
    State Bank and Trust Company
 Employers EIN:
 Signed:
    
    /s/ Duane L. Sinn
 Duane L. Sinn
 CFO and Senior Vice President
    
    [Name/Title]
 Name of Employer:
    
    RFCBC, Inc.
 Employers EIN:
 Signed:
    
    /s/ Henry R. Thiemann
 Henry R. Thiemann
 President and CEO
    
    [Name/Title]
 17




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##### 



NONQUALIFIED
DEFERRED COMPENSATION PLAN
BASIC PLAN DOCUMENT




---



##### 



NONQUALIFIED
DEFERRED COMPENSATION PLAN
BASIC PLAN DOCUMENT
  PREAMBLE
 Plan Type.
 Possible Nonuniformity
 I. DEFINITIONS
 Account
 Accrued Benefit
 Adoption Agreement




---



##### 



Aggregated Plans
 Applicable Guidance
 Base Salary
 Basic Plan Document
 Beneficiary
 Bonus
 Change in Control
 Change in the Employers Financial Health
 Code
 Commissions




---



##### 



Compensation Employee Contractor
 Contractor
 Disability
 Deferred Compensation




---



##### 



includes does not
include:
 Earnings
 Effective Date
 Elective Deferral
 Elective Deferral Account
 Employee
 Employer




---



##### 



Employer Contribution
 Employer Contribution Account
 ERISA
 409A Amount
 Grandfathered Amount
 Ineligible 457 Plan
 Legally Binding Right
 Matching Contribution
       Matching Contribution Account
 Nonelective Contribution
 Nonelective Contribution Account
 Participant
 Performance-Based Compensation
 Plan .




---



##### 



Retirement Age
 Separation from Service Employee
 Effect of Leave
 Insignificant Service
 Significant Non-Employee Service
 Contractor Contractor




---



##### 



Employer Determination
 Separation Pay
 Separation Pay Arrangement
 Service Year
 Specified Employee




---



##### 



Specified Time or Fixed Schedule
 State
 Substantial Risk of Forfeiture 409A Amounts Grandfathered Amounts
 Tax-Exempt Organization




---



##### 



Taxable Year
 Trust
 Unforeseeable Emergency
 Valuation Date
 Vested
 Window Program




---



##### 



Wraparound Election
 Year of Service
 II. PARTICIPATION
 Participant Designated.
 Elective Deferrals
 Limitations.
 Election Form and Timing




---



##### 



General Timing Rule
 New Participant/New Plan
 Certain Forfeitable Rights
 Performance-Based Compensation
 Commissions
 Final Payroll Period




---



##### 



Separation Pay/Window Program
 Wraparound Elections
 Fiscal Year Employer
 Early Elections/Changes




---



##### 



Election Duration
 Nonelective Contributions
 Matching Contributions
 Actual or Notional Contribution
 Allocation Conditions
 Timing
 Administration




---



##### 



III. VESTING AND SUBSTANTIAL RISK OF FORFEITURE
 Vesting Schedule or other Substantial Risk of Forfeiture
 Immediate Vesting on Specified Events
 Application of Forfeitures
 IV. BENEFIT PAYMENTS
 Separation from Service or Death
 Payment to Specified Employees




---



##### 



Deemed Separation of Contractor
 Other Payment Events
 Form, Timing and Method/ Payment Election
 Initial Payment Election




---



##### 



Change Payment Election
 Conditions on Change Payment Elections
 Definition of Payment.
 Installment Payments and Life Annuities




---



##### 



Coordination with Anti-Acceleration Rule
 Multiple Payment Events
 Certain Payment Delays not Subject to Change Payment Election Rules




---



##### 



Non-deductible Payment
 Loan Covenants/Contract Terms
 Securities or Other Laws
 Other
 Amendment
 No Acceleration-General Rule




---



##### 



Permissible Accelerations
 Cash-Out Upon Separation th




---



##### 



Cash-out of 409A Amount.
 Withholding
 Beneficiary Designation
 Administration of Payment Date(s)
 Objective Payment Date(s)
 Multiple Payment Events/Fixed Schedule Linked to Payment Events




---



##### 



Treatment of Payment as Made on Designated Payment Date th
 Disputed Payments
 Employer Approval of Participant Elections




---



##### 



V. TRUST ELECTION AND PLAN EARNINGS
 Unfunded Plan/Trust Election
 Restriction on Trust Assets
 Transitional Relief for Grace Period Assets




---



##### 



Grace Period Assets
 Actual or Notional Earnings.
 VI. MISCELLANEOUS
 No Assignment




---



##### 



Not Employment Contract
 Amendment and Termination
 Amendment
 Termination
 Dissolution/Bankruptcy
 Change in Control
 Other
 Applicable Guidance




---



##### 



Effect on Vesting
 Cessation of Future Contributions
 Severability
 Notice and Elections
 Administration
 Account Statements




---



##### 



Accounting
 Costs and Expenses
 Reporting
 ERISA Claims Procedure
 VII. 2005 AND 2006 TRANSITION RULES AND PROVISIONS APPLICABLE
IF PLAN WAS EFFECTIVE BEFORE 2005
 409A Amounts
 Grandfathered Amounts
 Separate Accounting/Earnings




---



##### 



Material Modification
 Not a Material Modification
 Aggregation.
 2005 and 2006 Operational Rules




---



##### 





Good Faith


New Payment Elections


Payments Linked to Qualified Plans


2005 Deferral Election by March 15, 2005


Certain Severance Plans




---



##### 



Cancellation of Election/Participation
 Incorporation of Applicable Guidance