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                                  EXHIBIT 10(s)

                     EXECUTIVE SALARY CONTINUATION AGREEMENT

         THE AGREEMENT, made and entered into this 3rd day of December, 2001 by
and between Rurban Financial Corp., (hereinafter called "the Company"), and
Kenneth A. Joyce (hereinafter called the "Executive").

                                   WITNESSETH:

WHEREAS, the Executive has been and continues to be a valued Executive of the
Company, and is now serving the Company as its Chairman and CEO of Rurbanc Data
Services, Inc.; and,

WHEREAS, it is the consensus of the Board of Directors that the Executive's
services to the Company in the past have been of exceptional merit and have
constituted an invaluable contribution to the general welfare of the Company and
in bringing it to its present status of operating efficiency, and its present
position in its field of activity; and,

WHEREAS, the experience of the Executive, his knowledge of the affairs of the
Company, his reputation and contacts in the industry are so valuable that
assurance of his continued services is essential for the future growth and
profits of the Company and it is in the best interest of the Company to arrange
terms of continued employment for the Executive so as to reasonably assure his
remaining in the Company's employment during his lifetime or until the age of
retirement; and,

WHEREAS, it is the desire of the Company that his services be retained as herein
provided; and,

WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to him or his beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth:

ACCORDINGLY, it is the desire of the Company and the Executive to enter into
this agreement under which the Company will agree to make certain payments to
the Executive at retirement or his beneficiary in the event of his premature
death while employed by the Company; and,

FURTHERMORE, it is the intent of the parties hereto that this agreement be
considered an unfunded arrangement maintained primarily to provide supplemental
benefits for the Executive, as a member of a select group of management or
highly compensated employees of the Company for the purposes of the Employee
Retirement Income Security Act of 1974, (E.R.I.S.A.):

NOW, THEREFORE, inconsideration of services performed in the past and to be
performed in the future as well as of the mutual promises and covenants herein
contained it is agreed as follows:

EMPLOYMENT

         1.       The Company agrees to employ the Executive in such capacity as
                  the Company may from time to time determine. The Executive
                  will continue in the employ of


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                  the Company in such capacity and with such duties and
                  responsibilities as may be assigned to him, and with such
                  compensation as may be determined from time to time by the
                  Board of Directors of the Company. Active employment shall
                  include temporary disability not to exceed six months and
                  other "leave of absences" specifically granted by the Board
                  of Directors.

FRINGE BENEFITS

         2.       The salary continuation benefits provided by this agreement
                  are granted by the Company 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 salary continuation benefits except as set
                  forth hereinafter.

RETIREMENT DATE

         3.       If Executive remains in the continuous employ of the Company,
                  he shall retire from active employment with the Company on the
                  first December 31st after his sixty-fifth (65th) birthday,
                  unless by action of the Board of Directors his period of
                  active employment shall be shortened or extended.

RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT

         4.       Upon said retirement, the Company, commencing with the first
                  day of the month following the date of such retirement, shall
                  pay Executive an annual benefit equal to 15% of Executive's
                  highest annual salary during the three years immediately prior
                  to his retirement in equal monthly installments (of 1/12 of
                  the annual benefit) for a period of one hundred eighty (180)
                  months, provided that if less than one hundred eighty (180)
                  such monthly payments have been made prior to the death of the
                  Executive, the Company shall continue such monthly payments to
                  whomever the Executive shall designate in writing and filed
                  with the Company, until the full number of one hundred eighty
                  (180) monthly payments have been made. In the absence of any
                  effective designation of beneficiary, any such amounts
                  becoming due and payable upon the death of the Executive shall
                  be payable to the duly qualified executor or administrator of
                  his estate.

DEATH BENEFIT PRIOR TO RETIREMENT

         5.       In the event the Executive should die while actively employed
                  by the Company at any time after the date of this Agreement
                  but prior to his attaining the age of sixty-five (65) years
                  (or such later date as may be agreed upon), the Company will
                  pay an annual benefit equal to 15% of Executive's highest
                  annual salary during the three years immediately prior to his
                  death in equal monthly installments (each

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                  equal to 1/12 of the annual benefit) for a period of one
                  hundred eighty (180) months to such individual or individuals
                  as the Executive may have designated in writing and filed with
                  the Company. The said monthly payments shall begin the first
                  day of the first month following the month of the decease of
                  the Executive. In the absence of any effective designation of
                  beneficiary, any such amounts becoming due and payable upon
                  the death of the executive shall be payable to the duly
                  qualified executor or administrator of his estate.


BENEFIT ACCOUNTING

         6.       The Company shall account for this benefit using the
                  regulatory accounting principles of the Company's primary
                  federal regulator. The Company shall establish an accrued
                  liability retirement account for the Executive into which
                  appropriate reserves shall be accrued.

VESTING

         7.       Executive benefits are payable in accordance with the
                  following vesting schedule:

                  5% of base salary at age 55 to 60
                  10% of base salary at age 60 to 65
                  15% of base salary at age 65 and over

                  In the event of employee termination prior to attaining age
                  65, the payment will be based on the base salary paid on
                  employee's date of termination.

OTHER TERMINATION OF EMPLOYMENT

         8.       In the event that the employment of the Executive shall
                  terminate prior to retirement from active employment, as
                  provided in Paragraph 3, by his voluntary action, then this
                  Agreement shall terminate upon the date of such termination of
                  employment and the Company shall pay to the Executive as
                  severance compensation an amount of money as of attained age
                  under vesting schedule Paragraph 7 and subject to payment
                  schedule in Paragraph 4. An employee discharged by the Company
                  for cause will have no compensation payable under this
                  agreement.

                  In the event the Executive's death should occur after such
                  severance but prior to the completion of the monthly payments
                  provided for in this Paragraph 8, the remaining installments
                  shall be paid to such individual or individuals as the
                  executive may have designated in writing, and filed with the
                  Company. In the absence of any effective designation of
                  beneficiary, any such amounts shall be payable to the duly
                  qualified executor or administrator of his estate.

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PARTICIPATION IN OTHER PLANS

         9.       The benefits provided hereunder shall be in addition to
                  Executive's annual salary as determined by the Board of
                  Directors, and shall not affect the right of Executive to
                  participate in any current or future Company retirement plan,
                  group insurance, bonus, or in any supplemental compensation
                  arrangement which constitutes a part of the Company's regular
                  compensation structure.

NON-COMPETE

         10.      The payment of benefits under this Agreement shall be
                  contingent upon the Executive not engaging in any activity
                  that directly or indirectly competes with the Company's
                  interests, within 25 miles of the principal office of the
                  Company existing at the time of Executive's retirement or
                  termination.

         11.      In the event there is a change in control of the ownership of
                  the Company, Executive shall become 100% vested for the
                  purposes of Paragraph 7 hereinabove, as if the Executive had
                  attained age 65.

         12       If after the retirement of Executive, the capital of the
                  Company should fall below the minimum required by the
                  Company's regulatory authority and/or the Company fails to
                  make a profit in any two (2) successive years, Executive may,
                  at his option, demand that the Company pay him the balance of
                  the benefits due him in a lump sum. The balance due Executive
                  shall be an amount of money equal to his accrued liability
                  benefit account balance and shall be paid to him by the
                  Company within thirty (30) days of his demand.

         13.      It is agreed that neither Executive, nor his/her spouse, nor
                  any other designee, shall have any right to commute, sell,
                  assign, transfer, or otherwise convey the right to receive any
                  payments hereunder, which payments and the right thereto are
                  expressly declared to be non-assignable and non-transferable.

RESTRICTIONS ON FUNDING

         14.      The Company shall have no obligation to set aside, earmark, or
                  entrust any fund or money with which to pay its obligation
                  under this Agreement. The Company 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.

GENERAL ASSETS OF THE COMPANY

         15.      The rights of the Executive under this Agreement and of any
                  beneficiary of the Executive shall be solely those of an
                  unsecured creditor of the Company. If the Company 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

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                  neither Executive nor any beneficiary of Executive shall have
                  any right with respect to, or claim against, such policy or
                  other asset. Such policy as asset shall not be deemed to be
                  held under any trust for the benefits of Executive or his
                  beneficiaries or to be held in any way as collateral security
                  for the fulfilling of the obligations of the company under
                  this Agreement. It shall be, and remain, a general, unpledged,
                  unrestricted asset of the Company and 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 Company.

REORGANIZATION

         16.      The Company agrees that if the Company merges or consolidates
                  with any other company or organization, or permits its
                  business activities to be taken over by any other
                  organization, or ceases its business activities or terminates
                  its existence, the Executive will be considered to be vested
                  in one hundred percent (100%) of the retirement benefit to be
                  paid to the Executive pursuant to Paragraph 4 above.
                  amendment.

         17.      This Agreement may be amended in whole or in part from time to
                  time by the Employer, but only in writing. Amendments are not
                  to effect Executive benefits for those who are in pay-out or
                  eligible for payments under the vesting schedule.

NOT A CONTRACT OF EMPLOYMENT

         18.      This Agreement shall not be deemed to constitute a contract of
                  employment between the parties hereto, nor shall any provision
                  hereof restrict the right of the Company to discharge the
                  Executive, or restrict the right of the Executive to terminate
                  his employment.

HEADINGS

         19.      Headings and subheadings of this Agreement are inserted for
                  reference and convenience only and shall not be deemed a part
                  of this agreement.

APPLICABLE LAW

         20.      The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Ohio.

EFFECTIVE DATE

         21.      The effective date of this agreement shall be February 25,
                  1998.

CLAIMS PROCEDURE

         22.      In the event that benefits under this Agreement are not paid
                  to the Executive (or his beneficiary in the case of the
                  Executive's death), and such person feels entitled to receive
                  them, a claim shall be made in writing to the Plan
                  Administrator within

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                  sixty (60) days from the date payments are not made. Such
                  claim shall be reviewed by the Plan Administrator and the
                  Company's Board of Directors. If the claim is denied, in full
                  or in part, the Plan Administrator shall provide a written
                  notice within ninety (90) days setting forth the specific
                  reasons for denial, specific reference to the provisions of
                  this Agreement upon which the denial is based.

NAMED FIDUCIARY AND PLAN ADMINISTRATOR

         23.      For purposes of implementing this claims procedure (but not
                  for any other purpose), the Human Resource Director of Rurban
                  Financial Corp., is hereby designated as the Named Fiduciary
                  and Plan Administrator of Plan Agreement. As Named Fiduciary
                  and Plan Administrator, said Human Resource Director shall be
                  responsible for the management, control, and administration of
                  the agreement as established herein. The Company may delegate
                  certain aspects of the management or operation
                  responsibilities of the Plan including the employment of
                  advisors and the delegation of ministerial duties to qualified
                  individuals.

This document supersedes and replaces in its entirety the Executive Salary
Continuation Agreement between Kenneth A. Joyce and Rurban Mortgage Company
dated December 3, 2001.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed in its
corporate name by its duly authorized officer, and attested by its Secretary,
and Executive hereunto set his hand and seal, all on the day and year first
above written.

ATTEST:                            RURBAN FINANCIAL CORP.

/s/ Keeta J. Diller                   By:  /s/ Thomas C. Williams
Secretary                          -----------------------------------
                                   /s/ Kenneth A. Joyce
                                       -----------------
                                   Executive


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                           SCHEDULE A TO EXHIBIT 10(s)

      The following executive officers of Rurban Financial Corp. (the
"Corporation") entered into Executive Salary Continuation Agreements with the
Corporation which are identical to the Executive Salary Continuation Agreement,
dated December 3, 2001, between Kenneth A. Joyce and the Corporation filed as
Exhibit 10(s) to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002:
<TABLE>
<CAPTION>
                                  POSITION WITH                                DATE OF EXECUTIVE SALARY
NAME OF EXECUTIVE OFFICER         THE CORPORATION                              CONTINUATION AGREEMENT
<S>                               <C>                                         <C>
Robert W. Constien                Senior Executive Vice President              December 21, 2000

Richard C. Warrener               Executive Vice President                     February 25, 1998
</TABLE>