Exhibit
3.4





AMENDED
AND RESTATED ARTICLES




OF




RURBAN
FINANCIAL CORP.




(reflecting
amendments through April 30, 1997)





[For
purposes of SEC reporting compliance only]





FIRST:  The
name of the corporation shall be Rurban Financial Corp.





SECOND:  The
place in Ohio where the principal office of the corporation is to be located is
the city of Defiance, Defiance County.





THIRD:  The
purpose for which the corporation is formed is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.





FOURTH:  The
total authorized number of shares of the corporation shall be 10,000,000, all of
which shall be common shares, each without par value.





FIFTH:  The
number of directors of the corporation shall be fixed from time to time by its
Regulations and may be increased or decreased as therein provided, but the
number of directors shall in no event be fixed at less than nine (9). The Board
of Directors shall be divided into three classes, designated Class I, Class II
and Class III, as nearly equal in number as the then fixed number of directors
permits, with the term of office of one class expiring each year. The election
of each class of directors shall be a separate election. At the first election
of directors following the adoption of these articles at a meeting of
shareholders, directors of Class I shall be elected to hold office for a term
expiring at the next annual meeting, directors of Class II shall be elected to
hold office for a term expiring at the annual meeting one year after the next
annual meeting and directors of Class III shall be elected to hold office for a
term expiring at the annual meeting two years after the next annual meeting. At
the next annual meeting of shareholders and at each annual meeting of
shareholders thereafter, the successors to that class of directors whose term
then expires shall be elected to hold office for a three-year term. In the event
of any increase in the number of directors of the corporation, the additional
directors shall be similarly classified in such a manner that each class of
directors shall be as equal in number as possible. In the event of any decrease
in the number of directors of the corporation, such decrease shall be effected
in such a manner that each class of directors shall be equal in number as
possible.





SIXTH:  Notwithstanding
any provision of the Ohio Revised Code now or hereafter in force requiring for
any purpose the vote, consent, waiver or release of the holders of shares of the
corporation entitling them to exercise two-thirds (2/3) or any other proportion
of the voting power of the corporation or of any class or classes thereof, such
action, unless expressly otherwise provided by statute, may be taken by the
vote, consent, waiver or release of the holders of the shares entitled them to
exercise not less than a majority of the voting power of the corporation or of
such class or classes; provided, however, that unless two-thirds (2/3) of the
whole authorized number of directors of the corporation shall recommend the
approval of any of the following matters, the affirmative vote of the holders of
shares entitling them to exercise not less than eighty percent (80%) of the
voting power of the corporation entitled to vote thereon shall be required to
adopt:





(1)  a
proposed amendment to the articles of the corporation;










(2)  proposed
new regulations, or an alteration, amendment or repeal of the regulations of the
corporation;





(3)  an
agreement of merger or consolidation providing for the merger or consolidation
of the corporation with or into one or more other corporations;





(4)  a
proposed combination or majority share acquisition involving the issuance of
shares of shares of the corporation and requiring shareholder
approval;





(5)  a
proposal to sell, lease, or exchange all or substantially all of the property
and assets of the corporation;





(6)  a
proposed dissolution of the corporation; or





(7)  a
proposal to fix or create the number of directors by action of the shareholders
of the corporation.





The
written objection of a director to any such matter submitted to the president or
secretary of the corporation not less than three days before the meeting of
shareholders at which any such matter is to be considered shall be deemed to be
an affirmative vote by such director against such matter.





SEVENTH:  No
holder of shares of any class of the corporation shall have, as a matter of
right, the preemptive right to purchase or subscribe for shares of any class of
the corporation now or hereafter authorized, or to purchase or subscribe for
securities or other obligations convertible into or exchangeable for such shares
or which by warrants or otherwise entitle the holders thereof to subscribe for
or purchase any such shares.





EIGHTH:  The
directors of the corporation shall have the power to cause the corporation from
time to time and at any time to purchase, hold, sell, transfer, or otherwise
deal with (a) shares of any class or series issued by it; (b) any security or
other obligation of the corporation which may confer upon the holder thereof the
right to convert the same into shares of any class or series authorized by the
articles of the corporation; and (c) any security or other obligation which may
confer upon the holder thereof the right to purchase shares of any class or
series authorized by the articles of the corporation. The corporation shall have
the right to repurchase, if and when any shareholder desires to sell, or on the
happening of any event is required to sell, shares of any class or series issued
by the corporation. The authority granted in this Article EIGHTH of these
articles shall not limit the plenary authority of the directors to purchase,
hold, sell, transfer, or otherwise deal with shares of any class or series,
securities, or other obligations issued by the corporation or authorized by its
articles.





NINTH:  A
director or officer of the corporation shall not be disqualified by his office
from dealing or contracting with the corporation as vendor, purchaser, employee,
agent or otherwise. No contract or transaction shall be void or voidable with
respect to the corporation for the reason that it is between the corporation and
one or more of its directors or officers, or between the corporation and any
other person in which one or more of its directors or officers are directors,
trustees, or officers, or have a financial or personal interest, or for the
reason that one or more interested directors or officers participated in or
voted at the meeting of the directors or a committee thereof which authorized
such contract or transaction if in any such case (a) the material facts as to
the relationship or interest of such director, officer, or other person and as
to the contract or transaction are disclosed or are known to the directors or
the committee or such members thereof as shall be present at any meeting at
which action upon any such contract or transaction shall be taken and the
directors or committee, in good faith reasonably justified by such facts,
authorized the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors constitute
less than a quorum; or (b) the material facts as to the relationship or interest
of such director, officer, or other person and as to the contract or transaction
are disclosed or known to the shareholders entitled to vote thereon and the
contract or transaction is specifically approved at a meeting of the
shareholders held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
corporation held by person not interested in the contract or transaction; or (c)
the contract or transaction is fair as to the corporation as of the time it is
authorized or approved by the directors, a committee thereof, or the
shareholders. Common or interested directors may be counted in determining the
presence of a quorum at any meeting of the directors, or of a committee thereof,
which authorizes the contract or transaction.










TENTH:  (A)
In addition to any affirmative vote required by any provision of the Ohio
Revised Code or by any other provision hereof, the affirmative vote or consent
of the holders of the greater of (a) four-fifths (4/5) of the outstanding common
shares or the corporation entitled to vote thereon or (b) that fraction of such
outstanding common shares having as the numerator a number equal to the sum (i)
the number of outstanding common shares Beneficially Owned by Controlling
persons (as hereinafter defined) plus (ii) two-thirds (2/3) of the remaining
number of outstanding common shares, and as the denominator a number equal to
the total number of outstanding common shares entitled to vote, shall be
required for the adoption or authorization of a Business Combination (as
hereinafter defined) unless:





(1)  The
Business Combination will result in an involuntary sale, redemption,
cancellation or other termination of ownership of all common shares of the
corporation owned by shareholders who do not vote in favor of, or consent in
writing to, the Business Combination and the cash or fair value of other readily
marketable consideration to be received by such shareholders for such shares
shall at least be equal to the Minimum Price Per Share (as hereinafter defined);
and





(2)  A
proxy statement responsive to the requirements of the Securities Exchange Act of
1934 shall be mailed to the shareholders of the corporation for the purpose of
soliciting shareholder approval of the proposed Business
Combination.





(B)  For
purposes of this Article TENTH, the following definitions shall
apply:





(1)  "Affiliate"
shall mean a Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
another Person.





(2)  "Associate"
shall mean (i) any corporation or organization of which a Person is an officer
or partner or is, directly or indirectly, the Beneficial Owner of ten percent
(10%) or more of any class of equity securities, (ii) any trust or other estate
in which a Person has a ten percent (10%) or greater individual interest of any
nature or as to which a Person serves as trustee or in a similar fiduciary
capacity, (iii) any spouse of a Person, and (iv) any relative of a Person, or
any relative of a spouse of a Person, who has the same residence of such Person
or spouse.





(3)  "Beneficial
Ownership" shall include without limitation (i) all shares directly or
indirectly owned by a Person, by an Affiliate or such Person or by an Associate
of such Person or such Affiliate, (ii) all shares which such Person, Affiliate
or Associate has the right to acquire through the exercise of any option,
warrant or right (whether or not currently exercisable), through the conversion
of a security, pursuant to the power to revoke a trust, discretionary account or
similar arrangement, or pursuant to the automatic termination of a trust,
discretionary account or similar arrangement; and (iii) all shares as to which
such Person, Affiliate or Associate directly or indirectly through any contract,
arrangement, understanding, relationship or otherwise (including without
limitation any written or unwritten agreement to act in concert) has or shares
voting power (which includes the power to vote or to direct the voting of such
shares) or investment power (which includes the power to dispose or direct the
disposition of such shares) or both.










(4)  "Business
Combination" shall mean (i) any merger or consolidation of the corporation with
or into a Controlling Person or an Affiliate of a Controlling Person or an
Associate of such Controlling Person or Affiliate, (ii) any sale, lease,
exchange, transfer or other disposition, including without limitation a mortgage
or any other security device of all or any Substantial Part of the assets of the
corporation, including without limitation any voting securities of a Subsidiary,
or of the assets of a Subsidiary, to a Controlling Person or Affiliate of a
Controlling Person or Associate of such Controlling Person of Affiliate, (iii)
any merger into the corporation, or into a Subsidiary, of a Controlling Person
or an Affiliate of a Controlling Person or an Associate of such Controlling
Person or Affiliate, (iv) any sale, lease, exchange, transfer or other
disposition to the corporation or a Subsidiary of all or any part of the assets
of a Controlling Person or Affiliate of a Controlling Person or Associate of
such Controlling Person or Affiliate but not including any disposition of assets
which, if included with all other dispositions consummated during the same
fiscal year of the corporation by the same Controlling Person, Affiliates
thereof and Associates of such Controlling Person or Affiliates, would not
result in dispositions during such year by all such Persons of assets having an
aggregate fair value (determined at the time of disposition of the respective
assets) in excess of one percent (1%) of the total consolidated assets of the
corporation (as shown on its certified balance sheet as of the end of the fiscal
year preceding the proposed disposition); provided, however, that in no event
shall any disposition of assets be excepted from shareholder approval by reason
of the preceding exclusion if such disposition when included with all other
dispositions consummated during the same and immediately preceding four (4)
fiscal years of the corporation by the same Controlling Person, Affiliate
thereof and Associates of such Controlling Person or Affiliates, would result in
disposition by all such Persons of assets having an aggregate fair value
(determined at the time of disposition of the respective assets) in excess of
two percent (2%) of the total consolidated assets of the corporation (as shown
on its certified balance sheet as of the end of the fiscal year preceding the
proposed disposition), (v) any reclassification of the common shares of the
corporation, or any recapitalization involving common shares of the corporation,
consummated within five (5) years after a Controlling Person becomes a
Controlling Person, and (vi) any agreement, contract or other arrangement
providing for any of the transactions described in the definition of Business
combination.





(5)  "Control"
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.





(6)  "Controlling
Person" shall mean any Person who Beneficially Owns shares of the corporation
entitling that Person to exercise twenty percent (20%) or more of the voting
power of the corporation entitled to vote in the election of
directors.





(7)  "Minimum
Price Per Share" shall mean the sum of (a) the higher of (i) the highest gross
per share price paid or agreed to be paid to acquire any common shares of the
corporation Beneficially Owned by a Controlling Person, provided such payment or
agreement to make payment was made within five (5) years immediately prior to
the record date set to determine the shareholders entitled to vote or consent to
the Business Combination in question, or (ii) the highest per share closing
public market price for such common shares during such five (5) year period,
plus (b) the aggregate amount, if any, by which five percent (5%) for each year,
beginning on the date on which such Controlling Person became a Controlling
Person, of such higher per share price exceeds the aggregate amount of all
common share dividends per share paid in cash since the date on which such
Person became a Controlling Person. The calculation of the Minimum Price Per
Share shall require appropriate adjustments for capital changes, including
without limitation stock splits, stock dividends and reverse stock
splits.










(8)  "Person"
shall mean an individual, a corporation, a partnership, an association, a
joint-stock company, a trust, any unincorporated organization, a government or
political subdivision thereof, and any other entity.





(9)  "Securities
Exchange Act of 1934" shall mean the Securities Exchange Act of 1934, as amended
from time to time as well as any successor or replacement statute.





(10)  "Subsidiary"
shall mean any corporation more than twenty-five (25%) of whose outstanding
securities entitled to vote for the election of directors are Beneficially Owned
by the corporation and/or one or more Subsidiaries.





(11)  "Substantial
Part" shall mean more than ten percent (10%) of the total assets of the
corporation in question, as shown on its certified balance sheet as of the end
of the most recent fiscal year ending prior to the time the determination is
being made.





(C)  During
any period in which there are one or more Controlling Persons, this Article
TENTH shall not be altered, changed or repealed unless the amendment effecting
such alteration, change or repeal shall have received, in addition to any
affirmative vote required by any provision of the Ohio Revised Code or by any
other provision hereof, the affirmative vote or consent of the holders of the
greater of (a) four-fifths (4/5) of the outstanding common shares of the
corporation entitled to vote thereon or (b) that fraction of such outstanding
common shares having as the numerator a number equal to the sum of (i) the
number of outstanding common shares Beneficially Owned by Controlling Persons
plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares,
and as the denominator a number equal to the total number of outstanding common
shares entitled to vote.





ELEVENTH:  These
Amended Articles take the place of and supersede the existing Articles of
Incorporation of Rurban Financial Corp.





TWELFTH:  Shareholders
shall have no right to vote cumulatively in the election of
directors.