Exhibit
10.17





RURBAN
FINANCIAL CORP.


AMENDED
AND RESTATED


CHANGE
OF CONTROL AGREEMENT


FOR
DUANE L. SINN





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.




WITNESSETH:




WHEREAS,
the Executive is employed by RFC as its Executive Vice President and Chief
Financial Officer; and




WHEREAS, RFC and the Executive
originally entered into this Agreement to define certain severance benefits that
will be paid in the circumstances described in this Agreement by the Change
Entity in connection with a Change in Control; and




WHEREAS, the parties desire to amend
and restate this Agreement in its entirety to comply with the requirements of
Section 409A of the Code and the Treasury Regulations promulgated
thereunder.




NOW,
THEREFORE, in consideration of the services performed in the past and to be
performed in the future, as well as of the mutual promise and covenants herein
contained, the parties agree as follows:




AGREEMENT:




ARTICLE
1: DEFINITIONS




For
purposes of this Agreement, the following capitalized words and phrases shall
have the following meanings unless another context clearly requires another
meaning:




1.1          ACT.  The Securities
Exchange Act of 1934, as amended.




1.2          AGREEMENT.This
Rurban Financial Corp. Amended and Restated Change of Control Agreement for
Duane A. Sinn, as it may be amended from time to time.




1.3          ANNUAL DIRECT
SALARY.  The Executive’s annualized base salary based on the
highest base salary rate in effect for any pay period ending with or within the
thirty-six (36) consecutive calendar month period ending on or immediately
before the date on which it is being calculated, multiplied by twelve
(12).  Annual Direct Salary will be determined without including any
employee or fringe benefits, bonuses, incentives or other compensation (other
than base salary) paid or earned during the calculation period.




1.4          CAUSE.  The term
“Cause” shall be defined, for purposes of this Agreement, as the occurrence of
one or more of the following:




(a)           The
willful failure by the Executive to substantially perform his duties hereunder
(other than a failure attributable to an event that constitutes Good Reason or
resulting from
Executive’s incapacity because of death or disability), after notice from RFC,
and a failure to cure such violation within twenty (20) days of said
notice;




1.




(b)           The
willful engaging by the Executive in misconduct injurious to RFC or the Change
Entity;




(c)           Dishonesty,
insubordination or gross negligence of the Executive in the performance of his
duties;




(d)           Executive’s
breach of fiduciary duty involving personal profit;




(e)           Executive’s
violation of any law, rule or regulation governing issuers of publicly traded
securities or banks or bank officers or any regulatory enforcement actions
issued by a regulatory authority against the Executive;




(f)     
      Conduct on the part of Executive which
brings public discredit to RFC or the Change Entity and, if the effect may be
cured, a failure to cure within twenty (20) days of the date notice of such
conduct is delivered to the Executive;




(g)           Executive’s
conviction of, or plea of guilty or nolo contendere to, a felony (including
conviction of or plea of guilty or nolo contendere to a misdemeanor that was
originally charged as a felony but was reduced to a misdemeanor as a result of a
plea bargain), crime of falsehood or a crime involving moral turpitude or the
actual incarceration of Executive for a period of twenty (20) consecutive days
or more;




(h)           An
act by the Executive affecting any of RFC’s or the Change Entity’s employees,
customers, business associates, contractors or visitors that an independent
third party decides, after reasonable investigation, constitutes unlawful
discrimination or harassment or violates RFC’s or the Change Entity’s policy
concerning discrimination or harassment;




(i)   
        Executive’s theft or abuse of
RFC’s or the Change Entity’s property or the property of RFC’s or the Change
Entity’s customers, employees, contractors, vendors or business
associates;




(j)    
       The direction or recommendation of a
state or federal bank regulatory authority to remove Executive from his
position(s) with RFC or the Change Entity;




(k)           Executive’s
willful failure to follow the good faith lawful instructions of the board of
directors of RFC or of the Change Entity with regard to its operations, after
written notice and, if the event may be cured, a failure to cure such violation
within twenty (20) days of the date said notice is delivered to the
Executive;




(l)       
    Material breach of any contract or agreement that
Executive entered into with RFC or the Change Entity, including breach of any of
the obligations described in Article 4 and, if the breach may be cured, a
failure to cure such breach within twenty (20) days of the date notice of such
is delivered to the Executive;




(m)          Unauthorized
disclosure of the trade secrets or Confidential Information of RFC, the Change
Entity or any of their affiliates, trade partners or vendors;




2.




(n)
            Any
      intentional cooperation with any party attempting to effect a Change of
      Control unless (i)RFC’s board of
      directors has approved or ratified that action before the Change of
      Control or (ii)that cooperation
      is required by law.




However,
Cause will not arise solely because the Executive is absent from active
employment during periods of vacation, consistent with RFC’s or the Change
Entity’s applicable vacation policy or other period of absence initiated by the
Executive and approved by RFC or the Change Entity.




Also, if, after the Executive
Terminates employment, RFC or the Change Entity learn that the Executive has
actively concealed conduct or an event that, if discovered before employment
Terminated, would have constituted “Cause,” the provisions of Section 3.1
will be applied retroactively to the date the Executive Terminated employment
and RFC or the Change Entity may recover any and all amounts paid to the
Executive (or to his or her beneficiaries) under this Agreement.




1.5      
   CHANGE
ENTITY The entity resulting from a Change of Control or succeeding to the
RFC’s interests as a result of a Change of Control.




1.6          CHANGE OF
CONTROL.  For purposes of this Agreement, the term “Change of
Control” shall mean the earliest of any of the following:




(a)
            Of
      a nature that would be required to be reported in response to Item 6(e) of
      Schedule 14A of Regulation 14A or any successor rule or regulation
      promulgated under the Act;




(b)           A
merger or consolidation of RFC with or purchase of all or substantially all of
RFC’s assets by another “person” or group of “persons” (as such term is defined
or used in Sections 3.13(d) and 14(d) of the Act) and, as a result of such
merger, consolidation or sale of assets, less than a majority of the outstanding
voting stock of the surviving, resulting or purchasing person is owned,
immediately after the transaction, by the holders of the voting stock of RFC
before the transaction, regardless of when or how their voting stock was
acquired;




(c)
            Any
      “person” (as such term is defined in Section 3(a)(9) of the Act and as
      used in Sections 13(d)(3) and 14(d)(2) of the Act) becomes through any
      means a “beneficial owner” (as defined in Rule 13d-3 under the Act),
      directly or indirectly, of securities of RFC representing fifty percent
      (50%) or more of the combined voting power of RFC’s then outstanding
      securities eligible to vote for the election of RFC’s board of
      directors;




(d)
            Any
      “person” as defined above, other than RFC, the Executive or RFC’s ESOP, is
      or becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule
      13d-5, or any successor rule or regulation, promulgated under the Act),
      directly or indirectly, of securities of RFC which represent twenty-five
      percent (25%) or more of the combined voting power of the securities of
      RFC, then outstanding but disregarding any securities with respect to
      which that acquirer has filed SEC Schedule 13G indicating that the
      securities were not acquired and are not held for the purpose of or with
      the effect of changing or influencing, directly or indirectly, RFC’s
      management or policies, unless and until that entity or person files SEC
      Schedule 13D, at which point this exception will not apply to such
      securities, including those previously subject to an SEC Schedule 13G
      filing;




3.




(e)
            Individuals
      who, on the Effective Date, constituted the board of directors of RFC (the
      “Incumbent Directors”) cease for any reason to constitute at least a
      majority of the members of RFC’s board of directors; provided that any
      person becoming a director subsequent to the Effective Date whose election
      or nomination for election was approved by a vote of at least two-thirds
      of the then Incumbent Directors (either by a specific vote or by approval
      of the proxy statement of RFC in which such person is named as a nominee
      for director, without written objection to such nomination) shall be an
      Incumbent Director; and further provided, however, that no individual
      elected or nominated as a director of RFC initially as a result of an
      actual or threatened election contest with respect to directors or any
      other actual or threatened solicitation of proxies or consents by or on
      behalf of any person other than RFC’s board of directors shall ever be
      deemed to be an Incumbent Director;
and




(f)
            Any
      other change of control of RFC similar in effect to any of the
      foregoing.




If more
than one event that constitutes a Change of Control occurs during a Protection
Period, the Executive shall be entitled to the amount that produces the largest
after-tax amount generated by any of the Changes of Control.




Notwithstanding any other provision of
this Agreement, the Executive will not be entitled to any amount under this
Agreement if he acted in concert with any person or group (as defined above) to
effect a Change of Control, other than at the specific direction of the board of
directors of RFCand
in his/her capacity as an employee of RFC.




1.7          CODE.The Internal
Revenue Code of 1986, as amended.




1.8          CONFIDENTIAL
INFORMATION.Any and all information (other than information
in the public domain) related to RFC’s or the Change Entity’s business,
including all processes, inventions, trade secrets, computer programs, technical
data, drawings or designs; information concerning pricing and pricing policies,
marketing techniques, plans and forecasts; new product information, information
concerning methods and manner of operations and information relating to the
identity and location of all past, present and prospective customers and
suppliers.




1.9          DATE OF THE CHANGE OF
CONTROL.  For purposes of this Agreement, the “Date of the
Change of Control” shall mean the date the first of any of the events described
in Section 1.5 occurs.




1.10        EXCISE
TAXES.The tax imposed on any excess parachute payments
by Section 4999 of the Code.




1.11        EXECUTIVE.Duane L.
Sinn, an individual.




1.12        GOOD REASON.For
purposes of this Agreement, the term “Good Reason” shall mean any of the
following which occur during the Protection Period, to which the Executive has
not consented in writing:




(a)           The
assignment of duties and responsibilities inconsistent with Executive’s status
as Chief Financial Officer of RFC, unless the Executive has simultaneously been
promoted to a more senior position and has been assigned substantive duties
normally associated with that new position;




4.




(b)           A
reassignment which requires Executive to move his office more than fifty (50)
miles from the location of RFC’s principal executive office as existing on the
first day of the Protection Period;




(c)           Any
reduction in the Executive’s Annual Direct Salary as in effect on the date
hereof or as the same may be increased from time to time, except such reductions
that are the result of a national financial depression, or national or bank
emergency when such reduction has been implemented for RFC’s or the Change
Entity’s senior management, as a group;




(d)           Any
action that would materially reduce the employee benefits enjoyed by the
Executive on the first day of the Protection Period unless such reduction is
part of a reduction applicable to all employees;




(e)
            Any
      attempt by RFC or the Change Entity to amend or terminate this Agreement
      without regard to the procedures described in
      Section 5.5;




(f)
            Failure
      at any time during the Protection Period to obtain an assumption of RFC’s
      or the Change Entity’s obligations under this Agreement by any successor
      to any of them, regardless of whether such entity becomes a successor to
      RFC or the Change Entity as a result of a merger, consolidation, sale of
      assets or any other form of reorganization;
and




(g)
            Any
      unsuccessful attempt to terminate the Executive for
  Cause.




1.13        NON-COMPETITION
AREA.The geographic area within fifty (50) miles of RFC’s
main office, as may be amended pursuant to Section 4.1(b).




1.14        NON-COMPETITION
PERIOD.The period beginning on the effective date of this
Agreement and extending throughout the two (2) year period following the
Executive’s Termination, as may be amended pursuant to Section
4.1(b).




1.15         PROTECTION
PERIOD.The period beginning on the first day the board of
directors of RFC learns of an event that, if completed, would result in a Change
of Control and ending on the last day of the twelfth (12th) complete calendar
month beginning after the Change of Control or, if longer, sixty (60) days
after: (a) the date the Executive learns of an event that constituted Good
Reason that arose or occurred during the period described above or (b) the
conclusion of an unsuccessful attempt to Terminate the Executive for Cause
during the period described above.




1.16        RFC.Rurban
Financial Corp., an Ohio corporation having a place of business at
401 Clinton Street, Defiance, Ohio.




1.17        TERM.The term of
this Agreement, including any extensions or renewals, as set forth in Article
2.




1.18        TERMINATES.The
Executive’s “separation from service” within the meaning of Section 409A of the
Code by the Executive from RFC and all persons with whom RFC would be considered
a single employer under Sections 414(b) and (c) of the Code.




5.




ARTICLE
2: TERM





The Term
of this Agreement shall be from the Effective Date through the end of the
thirty-sixth (36th) consecutive calendar month beginning on or immediately after
the Effective Date.  Unless RFC notifies the Executive in writing to
the contrary at least ninety (90) days before the end of the twelfth (12th)
consecutive calendar month beginning after the Effective Date (and, thereafter,
anniversaries of the Effective Date) the Term of this Agreement will
automatically be extended for an additional twelve (12) calendar month
period.  No such notice of non-renewal may be delivered during any
Protection Period and this Agreement will not expire (except as specifically
provided below) and will remain in effect throughout any Protection Period
regardless of whether that Protection Period ends after the date the Agreement
otherwise would expire.  Notwithstanding the foregoing, this Agreement
will terminate on the earliest of the following to occur:





(a)
            The
      Executive’s employment Terminates before the beginning of the Protection
      Period;




(b)
            The
      Executive agrees, in writing, to terminate this Agreement, whether or not
      it is replaced with a similar agreement;
or




(c)
            All
      payments due under this Agreement have been fully
  paid.




ARTICLE
3: PAYMENTS UPON TERMINATION




3.1          TERMINATION FOR CAUSE/WITHOUT GOOD
REASON.If the
Executive is Terminated for Cause or voluntarily Terminates without Good Reason,
all rights of the Executive under this Agreement shall cease as of the effective
date of such Termination, except that the Executive shall be entitled to
receive: (a) any accrued salary through the date of such Termination, which
shall be paid within thirty (30) days following the date of Termination; and
(b) any payments and benefits to which he is then entitled under the
employee benefit plans of RFC or the Change Entity as of the date of such
Termination, payable in accordance with the terms of such plan(s).




3.2          TERMINATION WITHOUT CAUSE/FOR GOOD
REASON. If, during a Protection Period, the Executive is involuntarily
Terminated other than for Cause or voluntarily Terminates for Good Reason, RFC
or the Change Entity shall:




(a)
            Within
      thirty (30) days following the Executive’s Termination, pay to the
      Executive a lump sum cash amount equal to two (2) times the Executive’s
      Annual Direct Salary, subject to applicable withholdings and
      taxes;




(b)
            Provide
      to the Executive (and the Executive’s family, if applicable, and if the
      Executive had elected family coverage on the day before the date of
      Termination) for a period of two (2) years continued health care, life
      insurance and disability insurance coverage at the same level (both
      separately with respect to each line of coverage and in the aggregate) and
      subject to the same terms that were in effect on the first day of the
      Protection Period.  These benefits will be provided under the
      insured arrangements maintained for active employees without cost to the
      Executive.  However, if RFC or the Change Entity is unable to
      provide these benefits to the Executive through an insured arrangement
      maintained for active employees and with the same tax consequences
      available to active employees (“Equivalent Coverage”), RFC or the Change
      Entity, whichever is appropriate, will distribute to the Executive
      additional cash equal to the Executive’s cost of procuring Equivalent
      Coverage (“Premium Burden”) (provided, however, that the Executives does
      in fact procure Equivalent Coverage), plus an additional cash amount
      sufficient to ensure that after all applicable federal, state and local
      income, employment, wage and excise taxes (including those imposed under
      Section 4999 of the Code with respect to this amount) (the “Gross-Up”),
      the Executive has remaining cash equal to the Premium
      Burden.  Collectively, the Gross-Up and the Premium Burden are
      referred to as the “Welfare Benefit Replacement Cost”.  The
      Executive agrees to make available to RFC or the Change Entity any
      information reasonably necessary to calculate the amount of the Gross-Up;
      and




6.




(c)
            The
      Executive also will be entitled to receive any other payments or benefits
      to which he is then entitled under the terms of any other contract,
      arrangement, agreement, plan or program in which he is or has been a
      participant, payable pursuant to the terms of the applicable contract,
      arrangement, agreement, plan or
program.




The provisions of Section 3.2 shall be
subject to the following: (i) any continuation of welfare benefit, other than
the health care plan during the applicable COBRA continuation period described
in Section 4980B of the Code, and (ii) any payment of the Welfare Benefit
Replacement Cost made pursuant to Section 3.2(b) shall first be treated as a
“limited payment” within the meaning of Treasury Regulation §1.409A-1(b)(9)(v)(D) any payments in
excess of the limited payment shall be subject to the following limitations: (A)
no payment shall be for the Welfare Benefit Replacement Cost incurred beyond the
period described in Section 3.2; (B) the amount of benefits provided or payments
made during any taxable year of the Executive may not affect the amount of
benefits provided or expenses eligible for payment to the Executive in any other
taxable year; (C) any payment shall  be made by no later than the end
of the Executive’s taxable year following the taxable year of the Executive in
which the expense being paid was incurred; and (D) the right to benefits or
payment may not be subject to liquidation or exchange for another
benefit.




3.3           PAYMENT OF MONEY DUE
DECEASED/DISABLED EXECUTIVE.  Subject to the last sentence of
this Section 3.3, if the Executive dies or develops a permanent disability while
employed, the Executive will not be entitled to any benefit under this
Agreement.  For purposes of this Agreement, a permanent disability
shall mean a physical or mental impairment that renders Executive incapable of
performing the essential functions of his job, on a full-time basis, even taking
into account any reasonable accommodation required by law, as determined by a
physician who is selected by the agreement of Executive and RFC, for a period
greater than one hundred eighty (180) days.  However, any amounts or
benefits that become due under Section 3.2 on account of an event occurring
before the Executive dies or becomes disabled will continue to be due and will
be unaffected by the Executive’s death or disability.




3.4          GOLDEN PARACHUTE
PROVISIONS.




(a)
            Cut-Back.  Notwithstanding
      any provision in this Agreement to the contrary (other than Sections
      3.2(b), 5.7 and 5.11, which will apply under the circumstances described
      in those sections), if, as of the Date of the Change of Control, the
      Change Entity (after consulting with an independent accounting or
      compensation consulting company) determines that the compensation and
      benefits provided to the Executive pursuant to or under this Agreement
      (other than the Welfare Benefit Replacement Cost as defined in
      Section 3.2(b) or the amounts described in Sections 3.2(b), 5.7
      and/or 5.11), either alone or when combined with other compensation and
      benefits received by the Executive, would constitute “excess parachute
      payments” within the meaning of Section 280G of the Code or the
      regulations adopted thereunder, the compensation and benefits payable
      pursuant to or under this Agreement (other than the Welfare Benefit
      Replacement Cost and the amounts described in Sections 5.7 and 5.11)
      shall be reduced to the extent necessary so that no portion thereof shall
      be subject to Excise Taxes.  The Executive or any other party
      entitled to receive the compensation or benefits hereunder may request a
      determination as to whether the compensation or benefit would constitute a
      parachute payment and, if requested, such determination shall be made by
      an independent accounting or compensation consulting company (other than
      the entity described in the first sentence of this section) selected by
      the Change Entity and approved by the party requesting such determination,
      the fees of which will be borne solely by the Change
      Entity.  Any reduction pursuant to this Section 3.4 shall be
      made in accordance with Section 409A of the Code and the Treasury
      Regulations promulgated
  thereunder.




7.




(b)
            Subsequent
      Determinations. If the Internal Revenue Service subsequently and
      finally determines that the amount of compensation and benefits (including
      after the reduction applied under Section 3.4(a)) will result in the
      imposition of Excise Taxes, the Executive will immediately remit an
      additional amount to the Change Entity equal to the difference between the
      amount paid (other than the Welfare Benefit Replacement Cost and those
      amounts described in Sections  5.7 and 5.11) and the minimum amount
      necessary to avoid the imposition of Excise
  Taxes.




(c)
            Audit.  The
      Executive agrees to promptly notify the Change Entity of an assessment or
      inquiry from the Internal Revenue Service relating to payments under this
      Agreement that would, if made final, result in imposition of Excise Taxes
      and also agrees to cooperate with the Change Entity in contesting any
      assessment of Excise Taxes.  However, the Change Entity will
      have complete control over resolution of any claim by the Internal Revenue
      Service that might result in the imposition of Excise Taxes (although it
      will have no dispositive power over any other tax matter that may be
      subject to the same audit) and the Change Entity will bear all costs
      associated with that effort. Any such payment by the Change Entity shall
      be subject to the following limitations: (i) the costs eligible for
      payment shall include any costs arising during the lifetime of the
      Executive; (ii) the amount of costs paid during any taxable year of the
      Executive may not affect the amount of costs eligible for payment in any
      other taxable  of the Executive year; (iii) any costs being paid
      shall be paid no later than December 31 of the year following the year in
      which they were incurred; and (iv) the right to payment may not be subject
      to liquidation or exchange for another
benefit.




3.5          SIX-MONTH DISTRIBUTION DELAY FOR
SPECIFIED EMPLOYEES.Notwithstanding anything in this
Agreement to the contrary, in the event that the Executive is a “specified
employee” (as defined in Section 409A of the Code) of the Corporation,
determined pursuant to the Corporation’s policy for identifying specified
employees, on the date of his Termination, no payment on account of the
Executive’s Termination shall be made until the first (1st) day of the seventh
(7th) month following the date of Termination (or, if earlier, the date of his
death).  The cumulative amount paid on such day shall include any
payments that could not be made during such period.




ARTICLE
4: COVENANTS




4.1          NON-COMPETITION.In
consideration of the benefits provided in this Agreement:




(a)
            Executive
      hereby acknowledges and recognizes the highly competitive nature of the
      business of RFC.  Accordingly, Executive agrees that if a Change
      of Control occurs and provided that Executive receives the payments
      described in Sections 3.1 and 3.2 of this Agreement, then in consideration
      of this benefit during the Non-Competition Period, Executive shall
      not:




8.




(i)
            Within
      the Non-Competition Area, provide financial or executive assistance to any
      person, firm, corporation or enterprise engaged in (1) the banking or
      financial services industry (including bank holding companies), or
      (2) any other activity in which RFC engaged on the Date of the Change
      of Control; or




(ii)
            Directly
      or indirectly contact, solicit or induce any person, corporation or other
      entity who or which is a customer or referral source of RFC during the
      term of Executive’s employment or on the date of Termination of
      Executive’s employment, to become a customer or referral source for any
      person or entity other than RFC or, if applicable, the Change Entity;
      or




(iii)
            Directly
      or indirectly solicit, induce or encourage any employee of RFC or, if
      applicable, the Change Entity or its subsidiaries, who is employed during
      the term of Executive’s employment or on the date of Termination of
      Executive’s employment, to leave the employ of RFC or, if applicable, the
      Change Entity or its subsidiaries or to seek, obtain or accept employment
      with any person or entity other than RFC or, if applicable, the Change
      Entity or its subsidiaries.




(b)
            It
      is expressly understood and agreed that, although Executive and RFC
      consider the restrictions contained in this Section 4.1 reasonable for the
      purpose of preserving for RFC and, if applicable, the Change Entity, its
      good will and other proprietary rights, if a final judicial determination
      is made by a court having jurisdiction that the Non-Competition Area, the
      Non-Competition Period or any other restriction contained in this Section
      4.1 is an unreasonable or otherwise unenforceable restriction against
      Executive, the provisions of this Section 4.1 shall not be rendered void,
      but shall be deemed amended to apply as to such maximum time and territory
      and to such other extent as such court may judicially determine or
      indicate to be reasonable.




(c)
            The
      existence of any immaterial claim or cause of action of the Executive
      against RFC or, if applicable, the Change Entity, whether predicated on
      this Agreement or otherwise, shall not constitute a defense to the
      enforcement by RFC of this covenant.  The Executive agrees that
      any breach of the restrictions set forth in this Section 4.1 will result
      in irreparable injury to RFC or, if applicable, the Change Entity, for
      which it will have no adequate remedy at law and RFC or, if applicable,
      the Change Entity, shall be entitled to injunctive relief in order to
      enforce the provisions hereof and/or seek specific performance and
      damages.




Prior to
the application of Section 3.4, RFC and/or the Change Entity will make
reasonable efforts to allocate value to the undertaking described in this
section and to allocate to that calculation the maximum amount due under Section
3.1.




4.2          UNAUTHORIZED
DISCLOSURE.  During the term of Executive’s employment, or at
any later time, the Executive shall not, without the written consent of the
board of directors of RFC (or, if applicable, the Change Entity) or a person
authorized by them knowingly use or disclose to any person, other than an
authorized employee of RFC (or, if applicable, the Change Entity), or a person
to whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of RFC (or, if
applicable, the Change Entity), any material Confidential Information obtained
by him while in the employ of RFC (or, if applicable, the Change Entity) with respect
to any of the services, products, improvements, formulas, designs or styles,
processes, customers, customer lists, methods of business or any business
practices of RFC (or, if applicable, the Change Entity or affiliates), the
disclosure of which could be or will be damaging to RFC (or, if applicable, the
Change Entity or affiliates); provided, however, that Confidential Information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive or any person with the
assistance, consent or direction of the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by RFC or its subsidiaries or affiliates or
any information that must be disclosed as required by law.




9.




ARTICLE
5: MISCELLANEOUS




5.1          
NO EMPLOYMENT
CONTRACT.  This Agreement is not an employment
contract.  Nothing contained herein shall guarantee or assure
Executive of continued employment by RFC or the Change Entity.




5.2           NOTICE.  For the
purposes of this Agreement, notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:




If
      to the Executive:
              Duane
      L. Sinn__________________________________If
      to RFC:
              Rurban
      Financial Corp.Human
      Resource Director401
      Clinton StreetDefiance,
      OH  43512If
      to the Change Entity:
              At
      the address provided





or to
such other address as Executive, RFC or the Change Entity may have furnished to
the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.




5.3        
  SUCCESSORS; BINDING
AGREEMENT.  This Agreement shall inure to the benefit of and be
binding upon RFC, the Change Entity and Executive, their respective personal
representatives, heirs, assigns or successors; provided, however, that the
Executive may not commute, anticipate, encumber, dispose of or assign any
payment herein except as specifically set forth in Sections 5.12(d) and (e) of
this Agreement.




5.4       
   SEVERABILITY.  If
any provision of this Agreement is declared unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect.




5.5        
  WAIVER;
AMENDMENT.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Executive and an executive officer designated by the
boards of directors of RFC or the Change Entity.  No waiver by either
party, at any time, of any breach by the other party of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time.  This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.




10.




5.6       LIMITATION OF DAMAGES FOR BREACH OF
AGREEMENT.  In the event of a breach of this Agreement, by RFC,
the Change Entity or the Executive, each hereby waives to the fullest extent
permitted by law the right to assert any claim against the others for punitive
or exemplary damages.  In no event shall any party be entitled to the
recovery of attorneys’ fees or costs.




5.7       ARBITRATION.




(a)
            Resolution of
      Disputes.  Corporation and Executive recognize that in
      the event a dispute should arise between them concerning the
      interpretation or implementation of this Agreement, lengthy and expensive
      litigation will not afford a practical resolution of the issues within a
      reasonable period of time.  Consequently, each party agrees that
      all disputes, disagreements and questions of interpretation concerning
      this Agreement, except for any claims brought by Corporation for equitable
      relief or an injunction to enforce the restrictive covenants contained in
      Article 4, are to be submitted for resolution, in Defiance County, Ohio to
      the American Arbitration Association (the “Association”) in accordance
      with the Association’s National Rules for the Resolution of Employment
      Disputes or other applicable rules then in effect
      (“Rules”).  Corporation or Executive may initiate an arbitration
      proceeding at any time by giving notice to the other in accordance with
      the Rules.  Corporation and Executive may, as a matter of right,
      mutually agree on the appointment of a particular arbitrator from the
      Association’s pool.  The arbitrator shall not be bound by the
      rules of evidence and procedure of the courts of the State of Ohio, but
      shall be bound by the substantive law applicable to this
      Agreement.  The decision of the arbitrator, absent fraud,
      duress, incompetence or gross and obvious error of fact, shall be final
      and binding upon the parties and shall be enforceable in courts of proper
      jurisdiction.  Following written notice of a request for
      arbitration, Corporation and Executive shall be entitled to an injunction
      restraining all further proceedings in any pending or subsequently filed
      litigation concerning this Agreement, except as otherwise provided
      herein.




(b)
            Costs.  The
      Corporation or the Change Entity will bear all reasonable costs associated
      with any dispute arising under this Agreement, including reasonable
      accounting and legal fees incurred by the Executive in connection with the
      arbitration proceedings just described. Any such payment by the
      Corporation shall be subject to the following limitations: (i) the costs
      eligible for payment shall include any costs arising during the lifetime
      of the Executive; (ii) the amount of costs paid during any taxable year of
      the Executive may not affect the amount of costs eligible for payment in
      any other taxable  of the Executive year; (iii) any costs being
      paid shall be paid no later than December 31 of the year following the
      year in which they were incurred; and (iv) the right to payment may not be
      subject to liquidation or exchange for another
  benefit.




(c)
            Gross-Up.  If
      it is subsequently determined that payment of these costs are excess
      parachute payments, the Corporation or the Change Entity will fully
      gross-up the Executive for the income, wage, employment and excise taxes
      associated with that payment so that, after all applicable federal, state
      and local, income, wage, employment and excise taxes (plus any assessed
      interest and penalties), the Executive will have incurred no liability
      (either for these fees or the taxes just listed) with respect to the
      matters encompassed in this section.  Any payment pursuant this
      Section 19(c) shall be  made by no later than the end of the
      Executive’s taxable year following the year in which the Executive
      remitted payment of the taxes being
grossed-up.





11.




If
otherwise due, payments not being contested under the procedures described in
this section will not be deferred during the pendency of procedures described in
this section.




If
otherwise due, payments not being contested under the procedures described in
this section will not be deferred during the pendency of procedures described in
this section.




5.8       LAW GOVERNING.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio, without regard to its conflicts of law principles.




5.9        VALIDITY.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.




5.10     HEADINGS.  The
section headings of this Agreement are for convenience only and shall not
control or affect the meaning or construction or limit the scope or intent of
any of the provisions of this Agreement.




5.11     LEGAL FEES.  The RFC
or the Change Entity shall pay all reasonable legal, accounting and actuarial
fees and expenses incurred by the Executive in enforcing any right or benefit
provided by this Agreement, as provided in Section 5.7(b).  If it is
subsequently determined that payment of these fees are excess parachute
payments, the Change Entity will fully gross-up the Executive for the income,
wage, employment and excise taxes associated with that payment so that, after
all applicable federal, state and local, income, wage, employment and excise
taxes (plus any assessed interest and penalties), the Executive will have
incurred no liability (either for these fees or the taxes just listed) with
respect to the matters encompassed in this section, as provided in Section
5.7(c).




5.12     OTHER PROVISIONS.




(a)
            Except
      as expressly provided in this Agreement, the Executive’s right to receive
      the payments described in this Agreement will not decrease the amount of,
      or otherwise adversely affect, any other benefits payable to the Executive
      under any other plan, agreement or
arrangement.




(b)
            The Executive is not required to mitigate the
      amount of any payment described in this Agreement by seeking other
      employment or otherwise, nor will the amount of any payment or benefit
      provided for in this Agreement be reduced by any compensation or benefits
      the Executive earns, or is entitled to receive, in any capacity after
      Termination or by reason of the Executive’s receipt of or right to receive
      any retirement or other benefits attributable to
      employment.




(c)
            Except
      as expressly provided elsewhere in this Agreement, the amount of any
      payment made under this Agreement will be reduced by amounts RFC or the
      Change Entity, as applicable, is required to withhold in payment (or in
      anticipation of payment) of any income, wage or employment taxes imposed
      on the payment.




(d)
            The
      right of an Executive or any other person to receive any amount under this
      Agreement may not be assigned, transferred, pledged or encumbered except
      by will or by applicable laws of descent and distribution.  Any
      attempt to assign, transfer, pledge or encumber any amount that is or may
      be receivable under this Agreement will be null and void and of no legal
      effect.  However, this section will not preclude payment of any
      benefit to which a deceased Executive is
  entitled.


12.




(e)
            Subject
      to the preceding subsection (d), this Agreement inures to the benefit
      of and may be enforced by the Executive’s personal or legal
      representatives, executors, administrators, successors, heirs,
      distributees, devisees and
legatees.




(f)
            If
      the Executive’s employment relationship shifts between RFC and any related
      entity before a Change of Control or after a Change of Control, between
      the Change Entity and any entity related to the Change Entity and there
      has been no intervening Termination, this Agreement will remain in full
      force and effect and for all purposes of this Agreement, the Executive’s
      new employer will be substituted for the Executive’s prior
      employer.




(g)
            If
      the Executive’s employer is no longer related to RFC, whether or not as
      part of a transaction that constitutes a Change of Control, this Agreement
      will remain in full force and
effect.




5.13     ENTIRE
AGREEMENT.  This Agreement supersedes any and all prior
agreements, either oral or in writing, between the parties (including such
agreement with any subsidiary of RFC) with respect to payments upon Termination
after a Change of Control, and this Agreement contains all the covenants and
agreements between the parties with respect to same.




5.14     REGULATORY LIMITATIONS.  Notwithstanding anything to the contrary contained herein,
the Executive acknowledges and agrees that any payments made to the Executive
pursuant to this Agreement, or otherwise, are subject to and conditioned on
compliance with the provisions of 12 U.S.C. §1828(k) and Part 359 of the FDIC’s
regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions
and limitations on the making of “golden parachute” and certain indemnification
payments by FDIC-insured institutions and their holding companies.  In
the event any payments to the Executive pursuant to this Agreement are
prohibited or limited by the provisions of such statute and/or regulation, RFC
or the Change Entity, as applicable, will use its commercially reasonable
efforts to obtain the consent of the appropriate regulatory authorities to the
payment by RFC or the Change Entity, as applicable, to the Executive of the
maximum amount that is permitted (up to the amount payable under the terms of
this Agreement).




5.15     SECTION
409A.   This Agreement is intended to comply with the
requirements of Section 409A of the Code and, to the maximum extent permitted by
law, shall be interpreted, construed and administered consistent with this
intent.  None of RFC, the Company or any other person shall have
liability in the event this Agreement fails to comply with the requirements of
Section 409A of the Code.  Nothing in this Agreement shall be
construed as the guarantee of any particular tax treatment to the
Executive.




IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
caused this Agreement to be duly executed in their respective names and, in the
case of RFC, by its authorized representative the day and year above
mentioned.


13.




RURBAN
      FINANCIAL CORPORATIONBy
                        /s/ Kenneth A. JoyceDate
                        December 31,
2008




EXECUTIVE/s/ Duane L. SinnDuane
      L.
Sinn




Date
                          December 31,
      2008




14.