<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-005417
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20020709
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020711
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RURBAN FINANCIAL CORP
<CIK>0000767405
<ASSIGNED-SIC>6022
<IRS-NUMBER>341395608
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-13507
<FILM-NUMBER>02700902
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>401 CLINTON ST
<CITY>DEFIANCE
<STATE>OH
<ZIP>43512
<PHONE>4197838950
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l95265ae8vk.txt
<DESCRIPTION>RURBAN FINANCIAL CORP.                8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported): July 11, 2002 (July 9, 2002)
                                                  ----------------------------



                             RURBAN FINANCIAL CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             OHIO                         0-13507                34-1395608
------------------------------      ------------------      --------------------
 (State or other jurisdiction        (Commission File           (IRS Employer
       of incorporation)                  Number)            Identification No.)



                    401 Clinton Street, Defiance, Ohio 43512
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (419) 783-8950
                                                           --------------


                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)











                         Index to Exhibits is on Page 4.


<PAGE>


ITEM 1.       CHANGES IN CONTROL OF REGISTRANT.

              Not Applicable.

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

              Not applicable.

ITEM 3.       BANKRUPTCY OR RECEIVERSHIP.

              Not applicable.

ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

              Not applicable.

ITEM 5.       OTHER EVENTS AND REGULATION FD DISCLOSURE.

              See the Press Release issued by the Company on July 9, 2002
included with this filing as Exhibit 99(a). See the Written Agreement dated July
5, 2002 among the Company, The State Bank and Trust Company, the Federal Reserve
Bank of Cleveland and the Ohio Division of Financial Institutions included with
this filing as Exhibit 99(b).

ITEM 6.       RESIGNATIONS OF REGISTRANT'S DIRECTORS.

              Not Applicable.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

              (a)   None required.

              (b)   None required.

              (c)   Exhibits.

                    EXHIBIT NUMBER                 DESCRIPTION
                    --------------                 -----------

                      99(a)             Press Release issued July 9, 2002

                      99(b)             See Written Agreement dated July 5, 2002
                                        among the Company, The State Bank and
                                        Trust Company, the Federal Reserve Bank
                                        of Cleveland and the Ohio Division of
                                        Financial Institutions included with
                                        this filing as Exhibit 99(b).



ITEM 8.       CHANGE IN FISCAL YEAR.

              Not Applicable.



                                       2
<PAGE>

ITEM 9.       REGULATION FD DISCLOSURE.

              Not Applicable.



                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   RURBAN FINANCIAL CORP.



Date:  July 10, 2002               By: /s/ Richard C. Warrener
                                      ------------------------------------------
                                        Richard C. Warrener, Executive Vice
                                        President and Chief Financial Officer





                                       3
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


EXHIBIT NUMBER                       DESCRIPTION                       PAGE NO.
--------------                       -----------                       --------
     99(a)          Press Release Issued July 9, 2002                     *

     99(b)          See Written Agreement dated July 5, 2002              *
                    among the Company, The State Bank and
                    Trust Company, the Federal Reserve Bank
                    of Cleveland and the Ohio Division of
                    Financial Institutions included with this filing
                    as Exhibit 99(b).


  -------
  *Filed herewith



                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>3
<FILENAME>l95265aexv99wa.txt
<DESCRIPTION>EXHIBIT 99.A
<TEXT>
<PAGE>


                                                                   Exhibit 99(a)
                                                                   -------------

                              FOR IMMEDIATE RELEASE

Contacts:         Sandra L. Stockhorst      Tina M. Farrington
                  VP, Investor Relations    SVP, Marketing
                  (419) 784-4023            (419) 784-2549

            RURBAN ENTERS INTO WRITTEN AGREEMENT WITH FEDERAL RESERVE
                   AND OHIO DIVISION OF FINANCIAL INSTITUTIONS

DEFIANCE, Ohio, July 9, 2002 - RURBAN FINANCIAL CORP. (NASDAQNM: RBNF)
("Rurban") and its wholly owned subsidiary, The State Bank and Trust Company
(Bank), announced they entered into a written agreement (Agreement) with the
Federal Reserve Bank of Cleveland and the Ohio Division of Financial
Institutions on July 5, 2002. The Agreement results from an examination as of
December 31, 2001, conducted in March and April 2002. The Agreement will not
result in an interruption of day-to-day operations of the company or any
subsidiaries. "The issues resulting in the Agreement developed over a period of
time and likewise it will take time to resolve them. We are making substantial
progress in the evaluation of our asset quality on a loan by loan basis and the
Agreement issues are being aggressively addressed," commented Richard C.
Burrows, Rurban Interim President and CEO.

Rurban will comply with the Agreement's provisions, which include among other
items, retention of an independent consultant to conduct a management review and
to prepare a written report of findings and recommendations to Rurban's Board of
Directors. Rurban will then submit a written management plan and business plan
to its regulators. Rurban had previously retained independent consultants,
Austin Associates, LLC, and they are preparing a management review and assisting
in other compliance areas of the Agreement. Rurban agrees with its regulators
that the measures outlined in the Agreement will assist the company in better
monitoring its internal audit and control functions, management of the company
and its asset quality.

Additionally, Rurban will submit a written plan to strengthen board supervision
of the Bank, and is revising its loan policies and procedures to address current
deficiencies. The Agreement addresses asset quality, the allowance for loan
losses, loan review, interest income accrual, and steps Rurban will take to
correct all documentation and credit information deficiencies noted. The
Agreement requires submission of written procedures to strengthen and maintain
internal controls and a contingency funding plan. Prior written regulatory
approval is required to pay dividends, incur debt, or redeem stock.

Rurban will work closely with its regulators to fully comply with the Agreement
and to make all changes to policies and procedures required. Rurban has also
appointed a committee of outside directors to monitor and coordinate Rurban's
compliance with each provision of the agreement and provide quarterly written
progress reports to its regulators.


<PAGE>



About Rurban Financial Corp.
----------------------------

Rurban Financial Corp. is a publicly held bank holding company based in
Defiance, Ohio and is located on the Internet at www.rurbanfinancial.net.
Rurban's common stock is quoted on the Nasdaq National Market System under the
symbol RBNF.

The Company currently has 10,000,000 shares of stock authorized and 4,565,721
shares outstanding. The investment banking firms of McDonald & Co. Securities
Inc. (Trident Securities Division), Sweney Cartwright and Co., and Friedman,
Billings, Ramsey Group, Inc. are the primary market makers for these shares.

Rurban's wholly owned subsidiaries and operating divisions are The State Bank
and Trust Company, Reliance Financial Services, N.A., The Peoples Banking
Company, The First Bank of Ottawa, The Citizens Savings Bank Company and Rurbanc
Data Services, Inc. (RDSI). The banks offer a full range of financial services
through their offices in the Northern Ohio counties of Defiance, Paulding,
Fulton, Hancock, Putnam, Sandusky, Wood and Cuyahoga. Reliance Financial
Services offers a diversified array of trust and financial services to customers
nationwide. RDSI provides data processing services to community banks in Ohio,
Michigan and Indiana.

Forward-Looking Statements
--------------------------

This press release may contain statements that are forward looking as defined by
the Securities and Exchange Commission in its rules, regulations and releases.
The Company intends that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based on current
expectations regarding important risk factors including those identified in the
Company's most recent periodic report and other filings with the Securities and
Exchange Commission. Accordingly, actual results may differ materially from
those expressed in the forward-looking statements, and the making of such
statements should not be regarded as a representation by the Company or any
other person that the results expressed therein will be achieved.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>4
<FILENAME>l95265aexv99wb.txt
<DESCRIPTION>EXHIBIT 99.B
<TEXT>
<PAGE>
                                                                   Exhibit 99(b)

                            UNITED STATES OF AMERICA
                                     BEFORE
              THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
                                WASHINGTON, D.C.

                    OHIO DIVISION OF FINANCIAL INSTITUTIONS
                                 COLUMBUS, OHIO


--------------------------------)
Written Agreement by and among  )
                                )
RURBAN FINANCIAL CORP.          )
Defiance, Ohio                  )
                                )
THE STATE BANK AND TRUST        )
  COMPANY                       )
Defiance, Ohio                  ) Docket Nos. 02-015-WA/RB-HC
                                )             02-015-WA/RB-SM
FEDERAL RESERVE BANK            )
  OF CLEVELAND                  )
Cleveland, Ohio                 )
                                )
and                             )
                                )
OHIO DIVISION OF                )
  FINANCIAL INSTITUTIONS        )
Columbus, Ohio                  )
--------------------------------)


     WHEREAS, in recognition of their common goal to restore and maintain the
financial soundness of Rurban Financial Corp., Defiance, Ohio ("Rurban"), a
registered bank holding company, and its subsidiary bank. The State Bank and
Trust Company. Defiance, Ohio (the "Bank"), a state chartered bank that is a
member of the Federal Reserve System, Rurban, the Bank, the Federal Reserve Bank
of Cleveland (the "Reserve Bank"), and the Ohio Division of Financial
Institutions (The "Division") have mutually agreed to enter into this Written
Agreement (the "Agreement"); and
<PAGE>


     WHEREAS, on ________________, 2002 the boards of directors of Rurban and
the Bank, at duly constituted meetings, adopted resolutions authorizing and
directing Steven D. VanDemark, chairman of the boards of directors of Rurban and
the Bank, to enter into this Agreement on behalf of Rurban and the Bank,
respectively, and consenting to compliance by Rurban and the Bank, their
institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the
Federal Deposit Insurance Act, as amended (the "FDI Act")(12 U.S.C. 1813(u) and
1818(b)(3)), and the Bank's regulated persons, as defined in Ohio Revised Code
section 1121.01(A), with each and every provision of this Agreement.

     NOW, THEREFORE, Rurban, the Bank, the Reserve Bank, and the Division agree
as follows:

MANAGEMENT REVIEW

     1.   (a)  Within 10 days of this Agreement, the boards of directors of
Rurban and the Bank shall jointly retain an independent consultant acceptable to
the Reserve Bank and the Division to conduct a review of all managerial and
operational functions of Rurban and the Bank (the "Review") and to prepare a
written report of findings and recommendations (the "Consultant's Report") to
the respective boards of directors. The terms of the contract with the
consultant shall require that the Review be completed within 45 days of the
retention of the independent consultant and that the Consultant's report be
submitted to the boards of directors of Rurban and the Bank within 10 days of
the completion of the Review. The Review shall, at a minimum, address, consider,
and include:



                                       2
<PAGE>
              (i)    The identification of the type and number of officer
                     positions needed to manage and properly supervise the
                     affairs of Rurban and the Bank;

              (ii)   the identification and establishment of Rurban's and the
                     Bank's boards of directors' committees that are needed to
                     provide guidance and oversight to Bank management;

              (iii)  an evaluation of each Rurban and Bank officer to determine
                     whether the individual possesses the ability, experience,
                     and other qualifications required to competently perform
                     present and anticipated duties, including the ability to
                     provide appropriate oversight of the lending function, to
                     adhere to established policies and procedures of Rurban and
                     the Bank, to restore and maintain Rurban and the Bank to a
                     safe and sound condition, and to comply with the
                     requirements of this Agreement; and

              (iv)   a plan to recruit, hire, or appoint additional or
                     replacement personnel with the requisite ability,
                     experience, and other qualifications required to
                     competently perform their assigned duties.

       (b)    The primary purpose of the Review shall be to aid in the
development of a management structure suitable to Rurban's and the Bank's needs
that is adequately staffed by qualified and trained personnel. At a minimum, the
qualifications of management shall be determined by its ability to: (i) restore
and maintain all aspect of Rurban the Bank to a safe and sound condition, and
(ii) comply with the requirements of this Agreement and all applicable


                                       3
<PAGE>
laws and regulations. Rurban and the Bank shall forward a copy of the
Consultant's Report to the Reserve Bank and the Division within 5 days of its
receipt.

          (c)  Within 30 days of Rurban's and the Bank's receipt of the
Consultant's Report, Rurban and the Bank shall submit a written management plan
(the "Management Plan") to the Reserve Bank and the Division that fully
addresses the findings and recommendations in the Consultant's Report and
describes the specific actions that the boards of directors propose to take in
order to strengthen Rurban's and the Bank's management and to improve the boards
of directors' supervision over Rurban's and the Bank's officers.

          (d)  The Management Plan shall also provide for orderly management
succession, and, at a minimum, shall identify the individual(s) at Rurban and
the Bank who are considered to have the potential for advancement or promotion,
the area(s) in which such individual(s) may assume new duties or
responsibilities or the position(s) to which they may be promoted, and the
training to be provided such individual(s) to ensure adequate successor
management.

BOARD OVERSIGHT

     2.   Within 60 days of this Agreement, the board of directors of
Rurban and the Bank shall submit to the Reserve Bank and the Division a joint
written plan to strengthen board oversight of the management and operations of
the Bank. The plan shall, at a minimum, address, consider, and include:

           (a) The actions that the boards of directors will take
               to improve Rurban's and the Bank's condition and
               maintain effective control over and supervision



                                       4
<PAGE>
of the organization's senior management and major operations and activities,
including, at a minimum:

               (i)   The credit risk management program, including loan
                     underwriting, documentation, grading, and administration;

               (ii)  operational risk, including an independent and effective
                     audit function;

               (iii) internal control systems and recordkeeping procedures:

               (iv)  training programs for the boards of directors, management,
                     and staff;

               (v)   profitability and the budget process; and

               (vi)  compliance programs;

           (b) the responsibility of the boards of directors to monitor
               management's adherence to approved policies and procedures, and
               applicable laws and regulations;

           (c) a description of the detailed information to be included
               in the periodic reports that will be reviewed by the boards of
               directors in their oversight of the operations and management of
               the organization, including information sufficient to assess
               management's compliance with applicable written plans, policies,
               procedures, and programs; and

           (d) the deficiencies related to the boards of directors'
               oversight of management noted in the report of the examination of
               Rurban and the Bank conducted by the Reserve Bank and the
               Division, dated March 11, 2002 (the "Report of Examination").


                                       5
<PAGE>


LOAN POLICIES AND PROCEDURES

     3.    Within 60 days of this Agreement, the Bank shall submit to the
Reserve Bank and the Division acceptable written loan policies and procedures
that address the deficiencies noted in the Report of Examination. The policies
and procedures shall,at a minimum, address, consider, and include:

           (a)   Underwriting standards that:

                 (i)   require borrowers to document a clear source of repayment
                       and ability to service their debt;

                 (ii)  emphasize the importance of cash flow analysis rather
                       than collateral-based lending and ensure that financial
                       statements, tax returns, and other financial data
                       indicating the borrower's capacity to repay the loan are
                       sufficiently current;

                 (iii) accurately reflect the Bank's current loan products and
                       market strategies;

           (b)   procedures for renewing, extending, or modifying existing
                 loans, including documentation of the bases for each renewal,
                 extension or modification, and limitations on capitalizing
                 interest;

           (c)   standards for lease financing;

           (d)   a description of the Bank's market area and limitations on
                 out-of-territory lending;

           (e)   guidelines for extending and documenting credit to
                 Rurban's and the Bank's institution-affiliated parties and
                 regulated persons, their related interests and immediate family
                 members, and to affiliates of the Bank to





                                       6
<PAGE>
                  ensure compliance with Regulation O of the Board of Governors
                  (12 C.F.R. Part 215) and sections 23A and 23B of the Federal
                  Reserve Act (12 U.S.C. 371c and 371c-1), and sections
                  1109.23,1109.54, and 1109.55 of the Ohio Revised Code and
                  section 1301:1-3-04 of the Ohio Administrative Code;

         (f)      guidelines for real estate appraisals that are consistent with
                  the requirements of Subpart G of Regulation Y of the Board of
                  Governors (12 C.F.R. Part 225, Subpart G), made applicable to
                  state member banks by section 208.50 of Regulation H of the
                  Board of Governors (12 C.F.R. 208.50) and the Board of
                  Governors' Guidelines for Real Estate Appraisal Policies and
                  Review Procedures; and

         (g)      controls to ensure uniform adherence to all loan policies and
                  procedures.

LOAN DOCUMENTATION

         4. Within 60 days of this Agreement, the Bank shall take all steps
necessary to correct all documentation and credit information deficiencies and
loan policy exceptions listed in the Report of Examination, including obtaining
accurate and current financial statements and appraisals. During the term of
this Agreement, the Bank shall maintain current and complete documentation on
all loans consistent with its approved loan policies. In all cases where the
Bank is unable to obtain needed documentation or credit information, it shall
document the actions taken to secure the information, the reason the information
could not be obtained, and shall maintain such documentation in the appropriate
file for subsequent supervisory review.

                                       7
<PAGE>
ACCRUAL PROCEDURES

         5. (a) The Bank shall immediately take all steps necessary, consistent
with generally accepted accounting principles, to reverse any previously accrued
and uncollected interest on any loans that have been placed in non-accrual
status, as provided in the Instructions for the Preparation of Reports of
Condition and Income.

         (b) The Bank shall not accrue interest on any asset that is or becomes
90 days or more past due as to principal or interest, unless such asset is
"well-secured" and "in the process of collection" as those terms are used in the
Instructions for the Preparation of Reports of Condition and Income.

         (c) The Bank shall ensure timely recognition of losses on repossessed
assets, in accordance with the Instructions for the Preparation of Reports of
Condition and Income.

LOAN REVIEW

         6. Within 60 days of this Agreement, the Bank shall submit to the
Reserve Bank and the Division an acceptable written loan review program. This
program shall be designed to identify, categorize, and monitor problem credits
and to assess the overall quality of the Bank's loan portfolio, and shall, at a
minimum, address, consider, and include:

         (a)      The timely identification and classification of problem
                  credits;

         (b)      for each loan identified as a watch list loan, a written
                  statement, maintained in the credit file, describing the
                  reasons why such loan merits special attention and a proposed
                  asset improvement plan;

         (c)      the development of an adequate internal loan review report;
                  and



                                       8
<PAGE>
         (d)      periodic reporting by the loan review officer to the board of
                  directors of the status of the loan reviews and the action(s)
                  taken by management to improve the Bank's position on each
                  loan adversely graded.

ASSET IMPROVEMENT

         7. (a) Within 60 days of this Agreement, the Bank shall submit to the
Reserve Bank and the Division an acceptable written plan designed to improve the
Bank's position through repayment, amortization, liquidation, additional
collateral or other means on each loan or other asset in excess of $250,000 that
was past due as to principal or interest more than 90 days as of the date of
this Agreement, is on the Bank's watch list, or that was adversely classified
or listed as special mention in the Report of Examination.

             (b) Within 30 days of the date that any additional loan or other
asset in excess of $250,000 becomes past due as to principal and interest for
more than 90 days, is adversely classified internally by the Bank, or is
adversely classified or listed for special mention in any subsequent report of
examination or visitation of the Bank, the Bank shall submit to the Reserve Bank
and the Division an acceptable written plan to improve the Bank's position on
such loan or asset.

             (c) The plan for each loan or other asset shall be formally
approved by the Bank's loan committee and shall, at a minimum, include:

                  (i)      The current status of the loan or other asset,
                           including book and nonbook carrying value, and the
                           nature and value of supporting collateral;



                                       9
<PAGE>

                  (ii)     proposed actions to improve, reduce, or eliminate the
                           loan or other asset, time frames for such actions and
                           projected balance owing and value of any anticipated
                           additional collateral; and

                  (iii)    where appropriate, the borrower's acknowledgement of
                           and response to the plan.

         (d) Within 30 days of the end of the next calendar quarter following
the due date for submission of the initial asset improvement plans, and within
30 days of the end of each calendar quarter thereafter, the Bank shall submit a
written progress report to the Reserve Bank and the Division to update the asset
improvement plan, which shall include, at a minimum, the carrying value of the
loan or other asset, changes in the nature and value of supporting collateral,
and a copy of the Bank's current internal watch list.

ALLOWANCE FOR LOAN AND LEASE LOSSES

         8. The Bank shall maintain, through charges to current operating
income, an adequate valuation reserve for loan losses. The adequacy of the
reserve shall be determined in light of the volume of criticized loans the
current level of past due and non-performing loans, past loan loss experience,
evaluation of the probable losses in the Bank's loan portfolio, including the
potential for the existence of unidentified losses in loans adversely
classified, the imprecision of loss estimates, the requirements of the
Interagency Policy Statements on the Allowance for Loan and Lease Losses, dated
December 21, 1993 and July 2, 2001, and examiners' criticisms noted in the
Report of Examination. Within 60 days of this Agreement, the Bank shall submit a
description of the reserve methodology to the Reserve Bank and the Division.
Thereafter, at a minimum on a calendar quarterly basis the Bank shall conduct an


                                       10
<PAGE>
assessment of its loan loss reserve and, within 30 days of the end of each
calendar quarter, shall submit to the Reserve Bank and the Division the
quarterly assessment, including the methodology used in determining the amount
of loan loss reserve for that quarter. The Bank shall maintain for subsequent
supervisory review documentation to support the methodology used for each
quarterly assessment.


INTERNAL CONTROL PROCEDURES

         9. Within 60 days of this Agreement, the Bank shall submit to the
Reserve Bank and the Division acceptable written procedures designed to
strengthen and maintain the Bank's internal controls. The procedures shall, at a
minimum, address, consider, and include:

         (a)      Transactions between the Bank and its affiliates to ensure
                  compliance with sections 23A and 23B of the Federal Reserve
                  Act and sections 1109.54 and 1109.55 of the Ohio Revised
                  Code; and

         (b)      compliance with applicable state lending limits set forth in
                  section 1109.22 of the Ohio Revised Code and section
                  1301:1-3-01 of the Ohio Administrative Code.

APPROVAL ORDER

        10. Within 90 days of this Agreement, the Bank shall limit the
activities of its operating subsidiary Rurban Mortgage Company to activities the
Division has approved for the operating subsidiary or divest of any assets
inconsistent with the Approval order issued by the Division, dated October 4,
1997.

                                       11
<PAGE>


CONTINGENCY LIQUIDITY PLAN

     11. Within 90 days of this Agreement, the Bank shall submit to the Reserve
Bank and the Division an acceptable contingency funding plan to identify
potential liquidity funding sources.

COMPLIANCE WITH LAWS AND REGULATIONS

     12. The Bank shall immediately take all necessary steps consistent with
sound banking practices to correct all violations of laws and regulations set
forth in the Report of Examination. In addition, the Bank's board of directors
shall take necessary steps to ensure the Bank's future compliance with all
applicable laws and regulations.

DIVIDENDS

     13. (a) Rurban and the Bank shall not declare or pay any dividends without
the prior written approval of the Reserve Bank, the Director of the Division of
Banking Supervision and Regulation of the Board of Governors, and the Division.
All requests for prior approval shall be received by the Reserve Bank and the
Division at least 30 days prior to the proposed dividend declaration date and
shall contain, but not be limited to, current and projected information on
consolidated earnings, and cash flow, capital, asset quality, and loan loss
reserve needs of the Bank.

          (b) Rurban shall not take dividends or any other form of payment
representing a reduction in capital from the Bank without the prior written
approval of the Reserve Bank and the Division.


                                       12

<PAGE>


DEBT AND STOCK REDEMPTION

     14. (a) Rurban shall not, directly or indirectly, incur any debt without
the prior written approval of the Reserve Bank and the Division. All requests
for prior written approval shall contain, but not be limited to, a statement
regarding the purpose of the debt, the terms of the debt, and the planned
source(s) for debt repayment, and an analysis of the cash flow resources
available to meet such debt repayment.

          (b) Rurban shall not redeem any stock without the prior written
approval of the Reserve Bank and the Division.

BUSINESS PLAN

     15. (a) Within 90 days of this Agreement, Rurban and the Bank shall submit
to the Reserve Bank and Division a joint written business plan and budget for
the remainder of 2002, which shall, at a minimum, provide for or describe:

          (i)   The major areas in and means by which Rurban and the Bank will
                improve operating performance;

          (ii)  financial performance objectives, including plans for asset
                growth, earnings, liquidity, and capital supported by detailed
                quarterly and annual pro forma financial statements, including
                projected budgets, balance sheets, and income statements;

          (iii) a description of the operating assumptions that form the basis
                for, and adequately support, major projected income and expense
                components, including the compensation level and bonuses of
                senior officers and directors, Rurban's and the Bank's deferred
                tax


                                       13

<PAGE>


                position, and provisions needed to establish and maintain
                adequate loan loss reserves; and

          (iv)  a budget review process incorporating the use of pro forma
                income statements in the analysis of budgeted versus actual
                income and expenses.

          (b) A business plan and budget for each calendar year subsequent to
2002 shall be submitted to the Reserve Bank and the Division at least one month
prior to the beginning of that calendar year.

COMPLIANCE WITH AGREEMENT

     16. Within 15 days of this Agreement, the boards of directors of Rurban and
the Bank shall appoint a joint committee (the "Compliance Committee") to monitor
and coordinate Rurban's and the Bank's compliance with the provisions of this
Agreement. The Compliance Committee shall be comprised of three or more outside
directors who are not executive officers or principal shareholders of Rurban or
the Bank, as defined in section 215.2(e)(1) of Regulation O of the Board of
Governors (12 C.F.R. 215.2(3)) and Ohio Administrative Code section
1301:1-3-04(A)(6). At a minimum, the Compliance Committee shall keep detailed
minutes of each meeting, and shall report its findings to the board of directors
on a monthly basis.

          (b) Within 30 days after the end of each calendar quarter (September
30, December 31, March 31, and June 30) following the date of this Agreement,
the boards of directors of Rurban and the Bank shall submit to the Reserve Bank
and the Division written progress reports detailing the form and manner of all
actions taken to secure compliance with


                                       14

<PAGE>
this Agreement and the results thereof. Such reports may be discontinued when
the corrections required by this Agreement have been accomplished and the
Reserve Bank and the Division have, in writing, released the Rurban and the Bank
from making further reports.

APPROVAL OF PLANS, POLICIES, AND PROCEDURES

     17.  The written plans, policies, and procedures and the identification of
the independent consultant required by paragraphs 1, 3, 6, 7, 9, and 11 of the
Agreement shall be submitted to the Reserve Bank and the Division for review and
approval. Acceptable plans, policies, and procedures shall be submitted within
the time periods set forth in the Agreement and an acceptable independent
consultant shall be retained within the time period set forth in paragraph 1 of
the Agreement. The Bank shall adopt the approved plans, policies, and procedures
within 10 days of approval by the Reserve Bank and the Division and then shall
fully comply with them. During the term of this Agreement, the approved plans,
policies, and procedures shall not be amended or rescinded without the prior
written approval of the Reserve Bank and the Division.

COMMUNICATIONS

     18.  All communications regarding this Agreement shall be sent to:

               (a)  R. Chris Moore
                    Senior Vice President
                    Federal Reserve Bank of Cleveland
                    East 6th & Superior
                    Cleveland, Ohio 44101-1387


                                       15
<PAGE>
               (b)  F. Scott O'Donnell
                    Superintendent of Financial Institutions
                    Ohio Division of Financial Institutions
                    7 South High Street, 21st Floor
                    Columbus, Ohio 43266-0121

               (c)  Richard Burrows
                    Chief Executive Officer
                    Rurban Financial Corp.
                    401 Clinton Street
                    Defiance, Ohio 43512

     19.  Notwithstanding any provision of this Agreement to the Contrary, the
Reserve Bank and the Division may, in their sole discretion, grant written
extensions of time to Rurban and the Bank to comply with any provision of this
Agreement.

     20.  The provisions of this Agreement shall be binding upon Rurban, the
Bank, and all of their institution-affiliated parties and regulated persons, in
their capacities as such, and their successors and assigns.

     21.  Each provision of this Agreement shall remain effective and
enforceable until stayed, modified, terminated or suspended by the Reserve Bank
and the Division.

     22.  The provisions of this Agreement shall not bar, estop, or otherwise
prevent the Board of Governors, the Reserve Bank, or the Division, or any other
federal or state agency from taking any other action affection Rurban or the
Bank or any of their current or former institution-affiliated parties or
regulated persons and their successors and assigns.





                                       16
<PAGE>

     23.  This Agreement is a "written agreement" for the purposes of, and is
enforceable by the Board of Governors as an order issued under, section 8 of
the FDI Act (12 U.S.C. 1818).

     24.  This Agreement is a "written agreement" under sections 1121.32(A),
1121.33(A)(1)(a)(iv), and 1121.35(B) of the Ohio Revised Code. Violation of a
written agreement is grounds for the Division to pursue a cease and desist
order, civil money penalties, and/or the removal of any regulated person.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the 5 day of July 2002.

Rurban Financial Corp.                  Federal Reserve Bank of Cleveland

By: /s/ Steven D. VanDemark             By: /s/ R. Chris Moore
    -----------------------------           -----------------------------
     Steven D. VanDemark                    R. Chris Moore
     Chairman                               Senior Vice President



The State Bank and Trust Company        Ohio Division of Financial Institutions

By: /s/ Steven D. VanDemark             By: /s/ F. Scott O'Donnell
    -----------------------------           -----------------------------
    Steven D. VanDemark                     F. Scott O'Donnell
    Chairman                                Superintendent of Financial
                                            Institutions




                                       17


</TEXT>
</DOCUMENT>
</SUBMISSION>
