EX-10.4



 







Exhibit 10.4




FIRST AMENDMENT TO

CHANGE IN CONTROL AGREEMENT



WHEREAS, effective March 1 2006 (“Effective Date”), Rurban Financial Corporation (“RFC”), an Ohio
business corporation having a principal place of business at 401 Clinton Street, Defiance, Ohio,
and Duane L. Sinn, individually (“Executive”) entered into a Change in Control Agreement
(“Agreement”);



WHEREAS, RFC and the Executive (collectively, the “Parties”) want to amend the Agreement to clarify
certain of its provisions;



WHEREAS, the Agreement may be amended by mutual agreement of the Parties;



NOW, THEREFORE, effective March 1, 2006, the Parties agree to the following amendments:





	1.	 	Section 3(b) of the Agreement is amended to read, in its entirety, as follows:






	 	(b)	 	Without the Executive’s specific written consent, a reassignment which requires
Executive to move his office more than fifty (50) miles from the location of
Executive’s principal place of business as existing on the first day of the Protection
Period or the last location to which the Executive, during the Protection Period, has
specifically consented in writing to be reassigned;






	2.	 	Section 6 of the Agreement is amended to read, in its entirety, as follows:






     6. DEFINITION OF ANNUAL DIRECT SALARY. For purposes of this Agreement, Annual Direct
Salary shall be defined as the Executive’s annualized base salary based on the highest base
salary rate in effect for any pay period ending with or within the
36-consecutive-calendar-month period ending on or immediately before the date on which it is
being calculated. 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.




	3.	 	New Section 26 is added to the Agreement to read, in its entirety, as follows:






     26. 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 upon 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: (a) 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); and (b)
the Executive shall be entitled to elect to receive benefits under either (i) this Agreement
(subject to the limitations described herein) or (ii) any generally applicable Corporation
severance pay and/or salary continuation plan that may be in effect at the time of the
Executive’s termination.



     IN WITNESS WHEREOF, the Parties, hereto, intending to be legally bound hereby, have caused
this amendment to be duly executed in their respective names and, in the case of the Corporation,
by its authorized representatives on the day and year above mentioned.



	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	RURBAN FINANCIAL CORP.
	 
	 	 	 	 	 	 	 	 
	/s/ Valda L. Colbart	 	 	 	/s/ Kenneth A. Joyce
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date: 5/17/06	 	 	 	Date: 5/17/06
	 
	 	 	 	 	 	 	 	 
	WITNESS	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 	 	 
	/s/ Melanie Resendez	 	 	 	/s/ Duane L. Sinn
	 	 	 	 	 
	 	 	 	 	 	 	Duane L. Sinn
	 
	 	 	 	 	 	 	 	 
	Date: 5/15/06	 	 	 	Date: 5/15/06