Exhibit
10.15





RURBAN
FINANCIAL CORP.


AMENDED
AND RESTATED


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT


FOR KENNETH A.
JOYCE





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.





WITNESSETH:





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





WHEREAS, RFC and the Executive
originally entered into this Agreement to define certain payments to the
Executive as described herein; 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
(including any form thereof) 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 Supplemental Executive Retirement
Plan Agreement Kenneth A. Joyce, 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           BENEFICIARY.The
person or persons whom the Executive has designated to receive payments pursuant
to this Agreement in the event of his death.  If the Executive has not
designated any Beneficiary, the Executive’s estate shall be his
Beneficiary.




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


1.


(a)
            The
      willful failure by the Executive to substantially perform his duties
      hereunder (other than a failure resulting from the Executive’s incapacity
      because of death or disability), after notice from the Corporationand
      a failure to cure such violation within twenty (20) days of said
      notice;




(b)
            The
      willful engaging by the Executive in misconduct injurious to the
      Corporation;




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




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




(e)
            The
      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 the Executive which brings public discredit to the
      Corporation 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)
            The
      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 the Executive
      for a period of twenty (20) consecutive days or
  more;




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




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




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




(k)
            The
      Executive’s willful failure to follow the good faith lawful instructions
      of the board of directors of RFCwith
      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 the Executive entered with the
      Corporation, including a breach of any of the obligationsdescribed
      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 conduct is
      delivered to the Executive; or




(m)
            Unauthorized
      disclosure of the trade secrets or Confidential Information of the
      Corporation, of any of its affiliates, trade partners or
      vendors.


2.




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




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




1.6           CHANGE ENTITY. In
the event of a Change of Control, the Corporation and any entity with which RFC
effects a Change in Control




1.7           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 the Corporation, 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 a 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
      (2/3) 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 the
      foregoing.




Notwithstanding
any other provision of this Agreement, the Plan will be administered without
regard to this definition if the Executive 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 RFC and in his/her capacity as
an employee of RFC.




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




1.9           CONFIDENTIAL
INFORMATION.Any and all information (other than information
in the public domain) related to the Corporation’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.




1.10           CORPORATION.Collectively,
RFC and any of its successors, including the Change Entity.




1.11           DATE OF THE CHANGE OF
CONTROL.  The date the first of any of the events described in
Section 1.7 occurs.




1.12           EARLY RETIREMENT
BENEFIT.The annual benefit provided in Section
3.2.




1.13           EFFECTIVE
DATE.March 1, 2006.




1.14           EXECUTIVE.Kenneth
A. Joyce, an individual.




1.15           EXCISE TAXES.  The
excise taxes described in Section 4999 of the Code.




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




1.17           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).




1.18           RESTATEMENT EFFECTIVE
DATE.December 31, 2008.




1.19           RETIREMENT
DATE.Provided that the Executive remains in the continuous
employ of the Corporation, the first December 31st after his sixty-fifth
(65) birthday, unless shortened or extended by action of the board of directors
of RFC.


4.


1.20           RETIREMENT
BENEFIT.The annual benefit provided in Section
3.1.




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




1.22           TERMINATES.The
Executive’s “separation from service” within the meaning of Section 409A of the
Code from RFC and all entities that, along with RFC, would be treated as a
single employer under Sections 414(b) and (c) of the Code.




1.23           YEAR OF SERVICE.A year of
employment with the Corporation, as determined by RFC in its sole discretion;
provided, however, that for purposes of determining Years of Service under this
Agreement, the Executive shall be credited with his years of employment with
RFC.




ARTICLE
2:  INTENT




2.1           EFFECTIVE
DATE.   This Agreement became effective on the Effective
Date and is being amended and restated as of the Restatement Effective
Date.




2.2           PARTICIPATION IN OTHER
PLANS.The benefits provided hereunder shall be in addition to
the Executive’s annual salary as determined by the board of directors of the
Corporation, and shall not affect the right of the Executive to participate in
any current or future Corporation retirement plan, group insurance, bonus, or
supplemental compensation arrangement which constitutes a part of the
Corporation’s regular compensation structure.




2.3           FRINGE
BENEFITS.  The benefits provided by this Agreement are granted
by the Corporation as a fringe benefit to the Executive and are not part of any
salary reduction plan or an arrangement deferring a bonus or a salary
increase.  The Executive has no option to take any current payment or
bonus in lieu of these benefits except as set forth hereinafter.




2.4           ACCOUNTING.  The
Corporation shall account for the Executive’s benefit under this Agreement using
the regulatory accounting principles of the Corporation’s primary federal
regulator consistent with generally applicable accounting
principles.  The Corporation shall establish an unfunded accrued
liability retirement account for the Executive.




2.4           TOP-HAT PLAN.The
Corporation intends that this Agreement be considered an unfunded arrangement
maintained primarily to provide supplemental retirement benefits to the
Executive, as a member of a select group of management or highly compensated
employees of the Corporation for the purposes of the Employee Retirement Income
Security Act of 1974, as amended.




2.5           ADMINISTRATION.  RFC
(or its designee) shall administer the Agreement and shall supervise the
maintenance of such accounts and records as it deems necessary or desirable. In
this capacity, RFC (or its designee) shall have complete and absolute discretion
to interpret and construe the provisions of this Agreement, to adopt rules,
regulations and procedures consistent therewith, and to make all findings of
fact, correct errors and supply omissions, and decide all disputes with respect
to the rights and obligations of the Executive.  The decisions of RFC
(or its designee), as administrator, shall be final and conclusive with respect
to every question that may arise relating to either the interpretation or
administration of the Agreement, and its decision shall be binding on all
parties and may not be overturned unless determined by a court of appropriate
jurisdiction to be arbitrary and capricious.




5.




ARTICLE
3: BENEFITS




3.1           RETIREMENT
BENEFIT.  If the Executive Terminates on or after his
Retirement Date, the Corporation shall pay the Executive a Retirement Benefit
equal to twenty-five percent (25%) of his Annual Direct
Salary.  Payment of the Retirement Benefit shall commence on the first
day of the month following the date of Termination and shall be payable in
substantially equal monthly installments for a period of one hundred eighty
(180) months.




3.2           EARLY RETIREMENT
BENEFIT.If the Executive Terminates prior to his Retirement
Date, provided that the Executive has at least five (5) Years of Service, the
Executive shall be entitled to receive an Early Retirement Benefit based on his
age on the date of Termination equal to the percentage of his Annual Direct
Salary as set forth below




Age
                              
                              PercentageAt
      least age fifty-five (55) but less than age sixty (60)
                              
                              
                              15
                              %At
      least age sixty (60) but less than age sixty-five (65)
                              
                              
                              20
                              %Age
      sixty-five (65)
                              
                              
                              25
                              %




Payment
of the Early Retirement Benefit shall be made at the same time and in the same
form as described in Section 3.1.




3.3           OTHER TERMINATION OF
EMPLOYMENT. Notwithstanding the foregoing, if the Executive:




(a)
            Terminates
      prior to attaining age fifty-five (55) or Terminates without at least five
      (5) Years of Service and prior to his Retirement Date, the Executive will
      not be entitled to any benefit under this
  Agreement;




(b)
            Is
      Terminated for Cause, the Executive will not be entitled to any benefit
      (whether or not vested) under this Agreement;
or




(c)
            Develops
      a permanent disability while employed, the Executive will not be entitled
      to any benefit (whether or not vested) under this
      Agreement.  For purposes of this Agreement, a “permanent
      disability” shall mean a physical or mental impairment that renders the
      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 the Executive and the Corporation, for a period greater than
      one-hundred eighty (180) days.




3.4           EFFECT OF DEATH FOLLOWING
TERMINATION.In the event the Executive dies after
Termination but  before all Retirement Benefit or Early Retirement
Benefit payments have been made, the Corporation shall continue making such
payments to the Executive’s Beneficiary.




3.5           DEATH BENEFIT PRIOR TO
TERMINATION.




(a)
            Death Prior to
      Retirement Date.  In the event the Executive dies while
      actively employed by the Corporation at any time after the Effective Date
      but prior to his Retirement Date, and the Executive would have been
      eligible to receive an Early Retirement Benefit had he Terminated on the
      date of death, the Corporation will pay a Death Benefit to the Executive’s
      Beneficiary equal to the Early Retirement Benefit the Executive would have
      received had he Terminated on the date of
death.


6.


(b)
            Death After Retirement
      Date.  In the event the Executive dies while actively
      employed by the Corporation at any time after the Effective Date and
      after  his Retirement Date but prior to his Termination, the
      Corporation will pay a Death Benefit to the Executive’s Beneficiary equal
      to the Retirement Benefit as though the Executive Terminated on the date
      of death.




(c)
            Payment of Death
      Benefit.  Payment of the benefit described in this
      Section 3.5 shall begin on the first day of the first month following the
      Executive’s death and shall be in substantially equal monthly installments
      for a period of one hundred eighty (180)
months.




3.6           EFFECT OF CHANGE OF
CONTROL.  In the event of a Change of Control, the Executive
shall become entitled to receive a Retirement Benefit upon his Termination
following such Change of Control regardless of his age or Years of Service,
calculated on the basis of the higher of his Annual Direct Salary on the Date of
the Change of Control or on the date of Termination.  The benefit
payable pursuant to this Section 3.6 shall be paid following the Executive’s
Termination following the Change of Control as described in Section
3.1.




3.7           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 under this Agreement:




(a)
            The
      Executive hereby acknowledges and recognizes the highly competitive nature
      of the business of the Corporation.  Accordingly, in
      consideration of the benefits described in this Agreement, during the
      Non-Competition Period, the Executive shall
not:




(i)
            In
      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 company); or
      (2) any other activity in which the Corporation engaged at the
      beginning of the Non-Competition Period;
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 the Corporation
      during the term of the Executive’s employment or on the date of the
      Executive’s Termination, to become a customer or referral source for any
      person or entity other than the Corporation;
or


7.


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




(b)
            It
      is expressly understood and agreed that, although the Executive and RFC
      consider the restrictions contained in this Section 4.1 reasonable for the
      purpose of preserving for the Corporation, 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 the Executive,
      the provisions of 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 the Corporation, whether predicated on this Agreement or
      otherwise, shall not constitute a defense to the enforcement by the
      Corporation 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 the Corporation for which it will have no adequate
      remedy at law and the Corporation shall be entitled to injunctive relief
      in order to enforce the provisions hereof and/or seek specific performance
      and damages.




4.2           UNAUTHORIZED
DISCLOSURE.  During the term of his employment, or at any later
time, the Executive shall not, without the written consent of the boards of
directors of RFC or a person authorized thereby, knowingly use or disclose to
any person, other than an employee of the Corporation, 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 the Corporation
any material Confidential Information obtained by him while in the employ of the
Corporation 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 the Corporation,  the disclosure
of which could be or will be damaging to the Corporation; 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
the Corporation or any information that must be disclosed as required by
law.




ARTICLE
5: GOLDEN PARACHUTE PROVISIONS




Notwithstanding
any provision in this Agreement to the contrary (other than
Sections  6.9  and 6.10  which will apply under
the circumstances described in those paragraphs and below), if, as of the date
of the Change of Control, the Change Entity (after consulting with an
independent accounting or compensation consulting company) ascertains that the
compensation and benefits provided to the Executive pursuant to or under this
Agreement (other than the amounts described in Sections 6.9 and 6.10, 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 Treasury Regulations promulgated thereunder,
then:


8.


(a)
            The
      relevant provisions of any change of control agreement to which the
      Corporation and the Executive are parties on the Date of the Change of
      Control will apply; or




(b)
            If
      the Executive and the Corporation are not parties to a change of control
      agreement on the Date of the Change of Control such parachute payments
      shall be retroactively (if necessary) reduced to the extent necessary to
      avoid Excise Taxes, which reduction shall comply with Section 409A of the
      Code.  Notwithstanding the foregoing or any other provision of
      this Agreement to the contrary, if any portion of the amount herein
      payable to the Executive is determined to be non-deductible pursuant to
      the regulations promulgated under Section 280G of the Code, the
      Corporation shall be required only to pay to the Executive the amount
      determined to be deductible under Section
280G.




If the
Internal Revenue Service subsequently and finally decides that the amount of
compensation and benefits (including after the reduction applied under this
Section 5) will generate Excise Taxes on compensation and benefits (other than
those amounts described in Sections 6.9 and 6.10), the Executive will
immediately remit an additional amount to the Change Entity equal to the
difference between the amount paid (other than those amounts described in
Sections 6.9 and 6.10) and the amount paid (other than those amounts described
in Sections 6.9 and 6.10).  Also, the Executive agrees to promptly
notify the Corporation 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 an Excise Tax and also agrees to cooperate in resisting
any Excise Tax assessment.  However, the Corporation will have
complete control over resolution of any claim by the Internal Revenue Service
that might generate an Excise Tax (although it will have no dispositive power
over any other tax matter that may be subject to the same audit) and the
Corporation will bear all costs associated with that effort provided that any
costs paid or reimbursed 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.




ARTICLE
6: MISCELLANEOUS




6.1             RESTRICTIONS ON
FUNDING.  The Corporation shall have no obligation to set
aside, earmark, or entrust any specific fund or money with which to pay its
obligation under this Agreement.  The Corporation reserves the
absolute right at its sole discretion to either fund the obligations undertaken
by this Agreement or to refrain from funding the same and determine the extent,
nature, and method of such funding.




6.2           GENERAL ASSETS OF THE
CORPORATION.The rights of the Executive under this Agreement
and of any Beneficiary shall be solely those of an unsecured creditor of the
Corporation.  If the Corporation shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Executive nor any
Beneficiary shall have any right with respect to, or claim against, such policy
or other asset.  Such policy or asset shall not be deemed to be held
under any trust for the benefit of the Executive or his Beneficiaries or to be
held in any way as collateral security for the fulfilling of the obligations of
the Corporation under this Agreement.  It shall be, and remain, a
general, unpledged, unrestricted asset of the Corporation and the Executive or
any of his Beneficiaries shall not have a greater claim to the insurance policy
or other assets, or any interest in either of them, than any other general
creditor of the Corporation.


9.


6.3           NO EMPLOYMENT CONTRACT.This
Agreement is not an employment contract. Nothing contained herein shall
guarantee or assure the Executive of continued employment by the
Corporation.




6.4           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:
                      
                      Kenneth
      A. JoyceIf
      to the Corporation:
                      
                      Rurban
      Financial Corp.Human
      Resource Director401
      Clinton StreetDefiance,
      OH  43512





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




6.5           SUCCESSORS; BINDING
AGREEMENT.  This Agreement shall inure to the benefit of and be
binding upon the Corporation, and the Executive, their respective personal
representatives, heirs, assigns or successors, provided, however, that the
Executive may not commute, anticipate, encumber, dispose or assign any payment
herein except as may be otherwise specified in this Agreement.




6.6           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.




6.7           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 the Executive and an executive officer specifically
designated by the board of directors of RFC. 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.




6.8           LIMITATION OF DAMAGES FOR BREACH OF
AGREEMENT.  In the event of a breach of this Agreement, by
either the Corporation 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.  Except as provided in Section 6.10, no
party will be entitled to the recovery of attorney’s fees or
costs.


10.


6.9
            ARBITRATION




(a)
            Resolution of
      Disputes.  The Corporation and the 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 the 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”).  The Corporation or the Executive may initiate an
      arbitration proceeding at any time by giving notice to the other in
      accordance with the Rules.  The Corporation and the 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, the Corporation and the 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.




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.




6.10           LEGAL FEES.  The
Corporation 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.  If it is subsequently determined
that payment of these fees 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 paragraph.  Any payments made pursuant to this
Section 6.10 shall be made as provided in Section 6.9(b).




6.11           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.




6.12           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.




6.13           HEADINGS.  The
paragraph 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.


11.


6.14           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 the minimum amounts
      the Employer 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 the 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
      paragraph will not preclude payment under this Agreement of any benefit to
      which a deceased Executive is
entitled.




(e)
            Subject to the
      preceding paragraph (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.




6.15           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 similar payments and this
Agreement contains all the covenants and agreements between the parties with
respect to same.




6.16           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, the
Corporation will use its commercially reasonable efforts to obtain the consent
of the appropriate regulatory authorities to the payment by the Corporation to
the Executive of the maximum amount that is permitted (up to the amount payable
under the terms of this Agreement).




6.17           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
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.


12.


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 the Corporation, by its authorized representatives the day and year
above mentioned.




RURBAN
      FINANCIAL CORP.By
                    /s/
      Steven VanDemark, ChairmanDate
                    December
      31, 2008EXECUTIVE/s/ Kenneth A. JoyceKenneth
      A. JoyceDate
                    December
      31,
2008


13.