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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</Table>

RURBAN FINANCIAL CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================

RURBAN FINANCIAL CORP.
401 CLINTON STREET
DEFIANCE, OHIO 43512

(419) 783-8950

---------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

---------------------------

Defiance, Ohio
April 30, 2002

To the Shareholders of
Rurban Financial Corp.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Rurban Financial Corp. (the "Company") will be held at
Kettenring Country Club, 211 Carpenter Road, Defiance, Ohio, on Thursday, May
30, 2002, at 10:00 a.m., local time, for the following purposes:

1. To elect three (3) directors to serve for terms of three (3) years
each.

2. To transact such other business as may properly come before the
Annual Meeting and any adjournment(s) thereof.

Shareholders of record at the close of business on April 15, 2002 will be
entitled to receive notice of, and to vote at, the Annual Meeting and any
adjournment(s) thereof.

You are cordially invited to attend the Annual Meeting. The vote of each
shareholder is important, whatever the number of common shares held. Whether or
not you plan to attend the Annual Meeting, please sign, date and return your
proxy promptly in the enclosed envelope. If you attend the Annual Meeting and
desire to revoke your proxy, you may do so and vote in person. Attendance at the
Annual Meeting will not, in and of itself, constitute revocation of a proxy.

By Order of the Board of Directors,

/s/ Thomas C. Williams
------------------------------------
Thomas C. Williams
President and Chief Executive Officer

RURBAN FINANCIAL CORP.

401 CLINTON STREET
DEFIANCE, OHIO 43512

(419) 783-8950

PROXY STATEMENT
---------------

This Proxy Statement and the accompanying proxy are being mailed to
shareholders of Rurban Financial Corp., an Ohio corporation (the "Company"), on
or about April 30, 2002, in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Shareholders
of the Company (the "Annual Meeting") called to be held on Thursday, May 30,
2002, or at any adjournment(s) thereof. The Annual Meeting will be held at 10:00
a.m., local time, at Kettenring Country Club, 211 Carpenter Road, Defiance,
Ohio.

The Company's wholly-owned subsidiaries include: (1) The State Bank and
Trust Company, Defiance, Ohio ("State Bank"); (2) RFC Banking Company ("RFCBC"),
which is comprised of the following banking divisions: The Peoples Banking
Company, Findlay, Ohio ("Peoples Bank"), The First Bank of Ottawa, Ottawa, Ohio
("Ottawa") and The Citizens Savings Bank Company, Pemberville, Ohio
("Citizens"); (3) Rurbanc Data Services, Inc., Defiance, Ohio ("RDSI"); and (4)
Rurban Life Insurance Company, Defiance, Ohio ("Rurban Life"). State Bank has
two-wholly owned subsidiaries, Reliance Financial Services, N.A. ("RFS"), a
nationally-chartered trust and financial services company and Rurban Mortgage
Company ("RMC"), an Ohio corporation and mortgage company with its principle
offices located in Defiance, Ohio.

A proxy for use at the Annual Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Company. A shareholder of the
Company may use his proxy if he is unable to attend the Annual Meeting in person
or wishes to have his common shares voted by proxy even if he does attend the
Annual Meeting. Without affecting any vote previously taken, any shareholder
executing a proxy may revoke it at any time before it is voted by (1) filing
with the Secretary of the Company, at the address of the Company set forth on
the cover page of this Proxy Statement, written notice of such revocation; (2)
executing a later-dated proxy which is received by the Company prior to the
Annual Meeting; or (3) attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will not, in and of
itself, constitute revocation of a proxy.

Only shareholders of the Company of record at the close of business on
April 15, 2002 (the "Record Date") are entitled to receive notice of, and to
vote at, the Annual Meeting and any adjournment(s) thereof. At the close of
business on the Record Date, 4,564,513 common shares were outstanding and
entitled to vote. Each common share of the Company entitles the holder thereof
to one vote on each matter to be submitted to shareholders at the Annual
Meeting. A quorum for the Annual Meeting is a majority of the outstanding common
shares.

The Company's common shares are listed on the NASDAQ National Market.
Common shares represented by signed proxies that are returned to the Company
will be counted toward the quorum in all matters even though they are marked
"Abstain," "Against" or "Withhold Authority" on one or more or all matters or
they are not marked at all. Broker/dealers who hold their customers' common
shares in street name may, under the applicable rules of the self-regulatory
organizations of which the broker/dealers are members, sign and submit proxies
for such common shares and may vote such common shares on routine matters,
which, under such rules, typically include the election of directors, but
broker/dealers may not vote such common shares on other matters, which typically
include amendments to the articles of incorporation of a corporation and the
approval of certain stock compensation plans, without specific

instructions from the customer who owns such common shares. Proxies signed and
submitted by broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies count toward the establishment of a quorum.

The Company will bear the costs of preparing and mailing this Proxy
Statement, the accompanying proxy and any other related materials and all other
costs incurred in connection with the solicitation of proxies on behalf of the
Board of Directors. Proxies will be solicited by mail and may be further
solicited, for no additional compensation, by officers, directors or employees
of the Company and its subsidiaries by further mailing, by telephone or by
personal contact. The Company will also pay the standard charges and expenses of
brokerage houses, voting trustees, banks, associations and other custodians,
nominees and fiduciaries, who are record holders of common shares not
beneficially owned by them, for forwarding such materials to and obtaining
proxies from the beneficial owners of such common shares.

The Annual Report to the Shareholders of the Company for the fiscal year
ended December 31, 2001 (the "2001 fiscal year") is enclosed herewith.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------

As of the Record Date, other than the Employee Stock Ownership Plan and
Savings Plan of Rurban Financial Corp., no person or entity had beneficial
ownership of more than 5% of the outstanding common shares of the Company.

The following table sets forth, as of the Record Date, certain
information concerning the beneficial ownership of common shares by each
director of the Company, by each person nominated for election as a director of
the Company, by each of the executive officers named in the Summary Compensation
Table and by all current executive officers and directors of the Company as a
group:

Amount & Nature Common Shares Which Percent
Name of of Beneficial Can Be Acquired Upon of
Beneficial Owner Ownership (1) Exercise of Options Total Class (2)
---------------- ------------- ------------------- ----- ---------

Rurban Financial Corp.
Employee Stock Ownership
& Savings Plan 681,968 (3) 0 681,968 14.94%
Thomas A. Buis 2,378 (4) 1,048 3,426 (5)
Thomas M. Callan 34,998 (6) 1,048 36,046 (5)
John R. Compo 40,853 (7) 3,143 43,996 (5)
Robert W. Constien 26,408 6,284 32,692 (5)
John Fahl 3,270 3,143 6,413 (5)
Robert A. Fawcett, Jr. 6,389 (8) 3,143 9,532 (5)
Eric C. Hench 17,280 (9) 3,143 20,423 (5)
Kenneth A. Joyce 7,527 6,284 13,811 (5)
Gary A. Koester 1,327 1,048 2,375 (5)
Mark A. Soukup 6,030 6,284 12,314 (5)
Steven D. VanDemark 12,879 (10) 4,190 17,069 (5)
J. Michael Walz, D.D.S. 24,372 (11) 3,143 27,515 (5)
Richard C. Warrener 6,585 6,284 12,869 (5)
Thomas C. Williams 7,433 15,711 23,144 (5)

All current executive officers and 943,593 (11) 20.67%
directors as a group
(14 persons)

(1) Unless otherwise noted, the beneficial owner has sole voting and
investment power with respect to all of the common shares reflected in
the table.

(2) The percent of class is based upon 4,564,513 common shares outstanding on
the Record Date.

(3) Does not include an aggregate of 38,045 common shares allocated to the
respective accounts of executive officers of the Company in the Employee
Stock Ownership Plan ("ESOP") but which common shares are reflected in
the totals for each executive officer in this table.

(4) Does not include 1,707 common shares held in the name of Mr. Buis' wife,
as to which she exercises sole voting and investment power.

(5) Reflects ownership of less than 1% of the outstanding common shares of
the Company.

(6) Does include 30,730 common shares held in a trust for the benefit of the
wife of Mr. Callan as to which he exercises shared voting and investment
power.

(7) Does not include 2,756 common shares held in Mr. Compo's wife name, as to
which she exercises sole voting and investment power.

(8) Includes 6,389 common shares held by the Robert A. Fawcett Jr. Trust as
to which Mr. Fawcett has sole voting and investment power.

(9) Includes 17,280 common shares held by the Eric C. Hench Agency Trust as
to which Mr. Hench has sole voting and investment power.

(10) Includes 4,390 common shares held jointly by Mr. VanDemark and his wife,
as to which he exercises shared voting and investment power. Also
includes 4,132 common shares held in the names of Mr. VanDemark's
children for which Mr. VanDemark is custodian.

(11) Does not include 206 common shares held in IRA for the benefit of the
wife of Dr. Walz, as to which she exercises sole voting and investment
power. Includes 21,100 common shares held in the Krouse Evans Inc. Profit
Sharing Plan, as to which Dr. Walz exercises shared voting and investment
power with Reliance Financial Services, N.A.

(12) Includes common shares jointly held by executive officers and directors
and other persons. Also includes an aggregate of 38,045 common shares
allocated to the respective accounts of executive officers of the Company
in the ESOP. Does not include common shares held by wives of executive
officers and directors if such wives exercise sole voting and investment
powers.

To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations that no other
reports were required during the 2001 fiscal year, all filing requirements
applicable to officers, directors and owners of more than 10% of the outstanding
common shares of the Company under Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), were complied with.

ELECTION OF DIRECTORS
---------------------

In accordance with Article FIFTH of the Amended Articles of Incorporation
of the Company (the "Amended Articles") and Section 2.02 of the Amended
Regulations of the Company (the "Amended Regulations"), three (3) directors are
to be elected for terms of three (3) years each and until their respective
successors are elected and qualified. The three directors standing for election
as directors of the Company are John R. Compo, John Fahl and Robert A. Fawcett,
Jr.

It is the intention of the persons named in the accompanying proxy to
vote the common shares represented by the proxies received pursuant to this
solicitation for the nominees named below who have been designated by the Board
of Directors, unless otherwise instructed on the proxy.

The following table gives certain information concerning each nominee for
election as a director of the Company. Unless otherwise indicated, each person
has held his principal occupation for more than five years.

Director of the
Position(s) Held with the Company Nominee
Company and its Subsidiaries Continuously for Term
Nominee Age and Principal Occupation(s) Since Expiring in
- ------- --- ------------------------------- ----------------- ------------

John R. Compo 57 Chairman of Board and President of 1987 2005
Compo Corporation, Defiance, Ohio,
an automotive parts manufacturer
and wholesaler; Director of State
Bank since 1985 and of Rurban Life
since 1995.

John Fahl 65 Retired in 2001 as President, Tire 1996 2005
Operations, and a Director, of
Cooper Tire & Rubber Company
Findlay, Ohio, a tire and rubber
manufacturing company; Director of
Peoples Bank of RFCBC since 1994.

Robert A. Fawcett, Jr. 60 Partner, Fawcett, Lammon, Recker 1992 2005
and Associates, Inc., Ottawa, Ohio,
a general insurance agency since
1993; President of Fawcett
Insurance Agency, Inc., Ottawa,
Ohio, a general insurance agency,
from 1979 to 1993; Director of
Ottawa of RFCBC since 1982.

While it is contemplated that all nominees will stand for election, if
one or more of the nominees at the time of the Annual Meeting should be
unavailable or unable to serve as a candidate for election as a director of the
Company, the proxies reserve full discretion to vote the common shares
represented by the proxies for the election of the remaining nominees and any
substitute nominee(s) designated by the Board of Directors. The Board of
Directors knows of no reason why any of the above-mentioned persons will

be unavailable or unable to serve if elected to the Board. Under Ohio law and
the Company's Regulations, the three nominees receiving the greatest number of
votes will be elected as directors.

The Board of Directors recommends a Vote FOR the election of the above
nominees. ---

The following table gives certain information concerning the current
directors whose terms will continue after the Annual Meeting. Unless otherwise
indicated, each person has held his principal occupation for more than five
years.

Director of the
Position(s) Held with the Company Term
Company and its Subsidiaries Continuously Expires
Name Age and Principal Occupation(s) Since In
- ---- --- ------------------------------- --------- -------

Thomas A. Buis 64 Chairman & Secretary of 2001 2003
Spencer-Patterson Agency Inc.,
Findlay, Ohio, a general insurance
agency since January 2000; President
of Spencer-Patterson Agency Inc. from
1975 to January 2000; Director of
Peoples Bank of RFCBC since 1990

Thomas M. Callan 59 President of Defiance Stamping 2001 2004
Company; Director of State Bank since
1996

Eric C. Hench 47 Chairman of Chief Supermarkets, Inc. 1997 2004
since June 2000; Chief Executive
Officer of Chief Supermarkets, Inc.
and Sun Management Services from 1990
to June 2000; Director of RDSI from
1990 to October of 1997; Director of
State Bank since 1985.

Gary A. Koester 41 President of Koester Metals, Inc., a 2001 2004
quality electrical enclosures and
precision sheet metal fabrication
company and privately held "S"
corporation. Owner since January
1992; Director of RDSI since 1997

Steven D. VanDemark 49 General Manager of Defiance Publishing 1991 2004
Company, Defiance, Ohio a newspaper
publisher; Chairman of the Board of
the Company; Director of State Bank
since 1990; Chairman of the Board of
State Bank since 1992; Director of
RFCBC since 2001; Chairman of RFCBC
since 2001; Director of RDSI since
1997.

J. Michael Walz, D.D.S. 58 General Dentist in Defiance, Ohio; 1992 2003
Director of State Bank since 1990;
Director of RFS since 1997.

Thomas C. Williams 53 President and Chief Executive Officer 1995 2003
of the Company since June, 1995;
President and Chief Executive Officer
of State Bank, June 1995 to August
1996; Director of State Bank since
1995; Director of RDSI since 1995;
Director of RFCBC from 1997 to August
2001; Director of Rurban Life since
1997; Director of RFS since 1997.

There are no family relationships among any of the directors, nominees
for election as directors and executive officers of the Company.

The Board of Directors of the Company held a total of nine meetings
during the Company's 2001 fiscal year. Each incumbent director attended at least
75% or more of the aggregate of the total number of meetings held by the Board
of Directors and meetings of committees on which he served.

The Board of Directors of the Company has an Executive Committee
comprised of John R. Compo, Robert A. Fawcett, Jr., Eric C. Hench, Steven D.
VanDemark, J. Michael Walz, D.D.S. and Thomas C. Williams. The function of the
Executive Committee is to act on behalf of the Board of Directors between
regularly scheduled meetings of the Board of Directors. The Executive Committee
did not meet during the 2001 fiscal year.

The Board of Directors of the Company has a Directors' Committee
comprised of Thomas A. Buis, Robert A. Fawcett, Jr., Gary A. Koester, J. Michael
Walz, D.D.S., Steven D. VanDemark and Thomas C. Williams. In addition, Scott
Weasel, a Director of RFCBC, serves as an advisor to the Directors' Committee.
The function of the Directors' Committee is to identify and recommend to the
Board of Directors of the Company and the respective Boards of Directors of the
Company's subsidiaries, candidates for positions as directors of the Company and
its subsidiaries. The Directors' Committee met 3 times during the 2001 fiscal
year.

The Board of Directors of the Company also has a Compensation Committee
comprised of John R. Compo, John Fahl, Eric C. Hench, Steven D. VanDemark and J.
Michael Walz, D.D.S. The function of the Compensation Committee is to review and
recommend to the Board of Directors of the Company the salary, bonus and other
cash compensation to be paid to, and the other benefits to be received by, the
President and Chief Executive Officer of the Company, Thomas C. Williams, and
the other executive officers of the Company. The Compensation Committee did not
meet during the 2001 fiscal year.

The Board of Directors of the Company has an Audit Committee comprised of
Thomas A. Buis, Thomas M. Callan, Robert A. Fawcett, Jr., and Gary A. Koester.
In addition, Todd Taylor, a Director of RDSI serves as an advisor to the Audit
Committee. The function of the Audit Committee is to review the adequacy of the
Company's system of internal controls, to investigate the scope and adequacy of
the work of the Company's independent and internal auditors and to recommend to
the Board of Directors a firm of accountants to serve as the Company's
independent auditors. The Audit Committee met 5 times during the 2001 fiscal
year.
6

REPORT OF THE AUDIT COMMITTEE
-----------------------------

GENERAL

In accordance with the written Audit Committee Charter adopted by the
Company's Board of Directors, the Audit Committee assists the board in
fulfilling their responsibility for oversight of the quality and integrity of
the accounting, auditing and financial reporting practices of the Company. Each
member of the Audit Committee qualifies as independent. The Board of Directors
of the Company adopted the charter of the Audit Committee in April 1999 and
amended the Audit Committee Charter to its current form on February 21, 2001.
The Audit Committee Charter is included at the end of the proxy statement as
APPENDIX A.

REVIEW AND DISCUSSION WITH INDEPENDENT ACCOUNTANTS AND AUDITORS

In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from Crowe, Chizek and Company LLP ("Crowe"), a formal
written statement describing all relationships between the Company and Crowe
that might bear on Crowe's independence consistent with Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, discussed
with Crowe any relationships or services that may impact the objectivity and
independence of Crowe and satisfied itself as to Crowe's independence. The Audit
Committee also discussed with management and Crowe the adequacy and
effectiveness of the Company's internal accounting and financial controls. In
addition, the Audit Committee discussed and reviewed with Crowe all
communications required by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61, Communication with Audit Committees, as amended, and, with and without
management present, discussed and reviewed the results of Crowe's examination of
the financial statements.

REVIEW WITH MANAGEMENT

The Audit Committee reviewed and discussed the audited consolidated
financial statements of the Company as of and for the fiscal year ended December
31, 2001 with management. Management has the responsibility for the preparation
of the Company's consolidated financial statements and Crowe has the
responsibility for the audit of those statements.

AUDIT FEES

The aggregate fees billed for professional services rendered by Crowe for
the audit of the Company's annual consolidated financial statements for the 2001
fiscal year and the reviews of the consolidated financial statements included in
the Company's Quarterly Reports on Form 10-Q for the 2001 fiscal year
(collectively, the "Audit Services") were $127,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Crowe did not render any of the professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (17 VFR 210.2-01(c)(4)(ii))
(the "Financial Information Systems Design and Implementation Services") during
the 2001 fiscal year for the Company or its subsidiaries.

ALL OTHER FEES

The aggregate fees billed for services rendered by Crowe, other than
Audit Services and Financial Information Systems Design and Implementation
Services, for the 2001 fiscal year (the "Other Services") were $243,727.

CONCLUSION

Based on the reviews and discussions with management and Crowe noted
above, the Audit Committee recommended to the board of directors that the
Company's audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 to be
filed with the SEC and the board approved such recommendation. The Audit
Committee also determined that the provision of the Other Services was
compatible with maintaining Crowe's independence.

Submitted by the Audit Committee of the Company's Board of Directors.

Robert A. Fawcett, Jr., Chairman, Thomas A. Buis, Thomas M. Callan, and Gary A,
Koester

TRANSACTIONS INVOLVING MANAGEMENT
---------------------------------

During the Company's 2001 fiscal year, the Company's subsidiaries
including State Bank, RFCBC, RFS and RMC entered into banking-related
transactions, in the ordinary course of their respective businesses, with
certain executive officers and directors of the Company (including certain
executive officers of the Company's subsidiaries), members of their immediate
families and corporations or organizations with which they are affiliated. It is
expected that similar transactions will be entered into in the future. Loans to
such persons have been made on substantially the same terms, including the
interest rate charged and collateral required, as those prevailing at the time
for comparable transactions with persons not affiliated with the Company or its
subsidiaries. These loans have been, and are presently, subject to no more than
a normal risk of uncollectibility and present no other unfavorable features. The
amount of loans to directors and executive officers of the Company (including
certain executive officers of the Company's subsidiaries) and their associates
as a group at March 31, 2002, was $8,633,907.18. As of the date hereof, all of
such loans were performing loans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------

Steven D. VanDemark, who is Chairman of the Board of the Company, is a
member of the Compensation Committee of the Company's Board of Directors. Other
members of the Company's Compensation Committee are John R. Compo, Eric C.
Hench, J. Michael Walz, D.D.S. and John Fahl, Chairman.

REPORT ON EXECUTIVE COMPENSATION
--------------------------------

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act, that might incorporate future filings, including this Proxy
Statement, in whole or in part, this Report and the performance graph set forth
on pages 16 and 17 shall not be incorporated by reference into any such filings.

Thomas C. Williams, President and Chief Executive Officer of the Company,
Robert W. Constien, Senior Executive Vice President and Chief Operating Officer
of the Company, President and Chief Executive Officer of State Bank and Chief
Executive Officer of RFS and Richard C. Warrener, Executive Vice President and
Chief Financial Officer of the Company, received compensation from the Company
for services rendered during the 2001 fiscal year as executive officers of the
Company.

Mark A. Soukup, the former President and Chief Executive Officer of State
Bank, was paid by State Bank for services rendered in his capacity as an
executive officer of State Bank during fiscal year 2001. Mr. Soukup's employment
with State Bank terminated during April, 2002.

Kenneth A. Joyce, Chairman and Chief Executive Officer of RDSI was paid
by RDSI for services rendered in his capacity as an executive officer of RDSI
during fiscal year 2001.

Mr. Williams, Mr. Constien, Mr. Warrener, Mr. Soukup and Mr. Joyce
participate in the various compensation plans of the Company addressed below.

The Board of Directors has directed the Compensation Committee to
develop, implement and maintain an Executive Compensation Program that supports
the overall objectives and performance of the corporation; provides compensation
levels that enable the organization to attract, retain and reward competent
executive officers; and meets all regulatory requirements. The Compensation
Committee is comprised of five outside directors including, Steven D. VanDemark,
who also serves as Chairman of the Board of the Company, John R. Compo, Eric C.
Hench, J. Michael Walz, D.D.S. and its Chairman, John Fahl. The Compensation
Committee reviews and recommends to the full Board the salaries, bonuses and
other cash compensation to be paid to, and the other benefits to be received by,
the executive officers of the Company. During 2001, no compensation decisions by
the Compensation Committee were modified or rejected in any material way by the
full Board.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS

In determining the compensation of the executive officers of the Company,
the Compensation Committee has sought to create a compensation program which is
competitive with programs of a peer group of similar organizations and that
links compensation to financial performance, rewards above-average corporate
performance and recognizes individual contributions and achievements. There are
two components of the annual cash compensation program for the executive
officers of the Company: (1) a base salary component; and (2) an incentive bonus
component payable under the Rurban Financial Corp. Incentive Compensation Plan
(the "Company Bonus Plan") which directly links the bonus to be paid to the
financial performance of the Company.

The Compensation Committee utilized the services of L.R. Webber
Associates, Inc. ("Webber"), a regionally recognized independent compensation
consulting company, to review and to make recommendations regarding the
competitiveness and effectiveness of the Corporation's executive compensation
program. As part of that review, Webber was requested to review executive
compensation programs of banking organizations that shared one or more common
traits with the Corporation (such as

asset size and geographic location). The information and recommendations of
Webber have been utilized by the Compensation Committee and the Board of
Directors.

SALARIES

The determination of the base salaries of the executive officers of the
Company is based upon an overall evaluation of a number of factors, including a
subjective evaluation of individual performance, contributions to the Company
and its subsidiaries, experience and an analysis of how the Company's
compensation of its employees compares to compensation of individuals holding
comparable positions with bank holding companies of similar asset size and
complexity of operations. In addition, the determination of the base salary of
Mr. Joyce also took into account the compensation of individuals holding
comparable positions with bank data processing companies. Peer group
compensation was the primary factor in setting of the salary of the executive
officers of the Company.

The salary paid to Mr. Williams for services rendered in his capacities
as President and Chief Executive Officer of the Company during the 2001 fiscal
year was approved by the Compensation Committee on December 20, 2000, and
represented, on an annualized basis, an increase of 6.0% over the salary paid to
Mr. Williams with respect to the 2000 fiscal year.

The salary paid to Mr. Constien for services rendered in his capacities
as Senior Executive Vice President of the Company and Chief Executive Officer of
RFS during the 2001 fiscal year represented, on an annualized basis, an increase
of 14.4% over the salary paid to Mr. Constien with respect to the 2000 fiscal
year. Mr. Constien was appointed President and Chief Executive Officer of State
Bank on April 8, 2002.

The salary paid to Mr. Warrener for services rendered in his capacities
as Executive Vice President and Chief Financial Officer of the Company during
the 2001 fiscal year represented an increase of 16.6% over the salary paid to
Mr. Warrener with respect to the 2000 fiscal year.

The salary paid to Mr. Soukup for services rendered in his capacity as
the former President and Chief Executive Officer of State Bank during the 2001
fiscal year represented no increase over the salary paid to Mr. Soukup with
respect to the 2000 fiscal year.

The salary paid to Mr. Joyce for services rendered in his capacities as
Chairman and Chief Executive Officer of RDSI during the 2001 fiscal year
represented on an annualized basis, an increase of 7.0% over the salary paid to
Mr. Joyce with respect to the 2000 fiscal year.

INCENTIVE COMPENSATION

In 1999, the Rurban Financial Corp. 1999 Incentive Compensation Plan (the
"1999 Incentive Compensation Plan") was implemented, linking executive officers'
incentive compensation directly to the Company's return on equity. This plan is
designed to better match incentive compensation to shareholder value. It is the
Compensation Committee's philosophy, over time, to increase the "at-risk"
portion of executive officer total compensation by directly linking a greater
percentage of executive officers' total compensation to the Company's return on
equity and thereby to shareholder value.

Under the 1999 Incentive Compensation Plan, the year-end bonus was
determined under a sliding scale based on the Company's return on equity
("ROE"). The determination of the amounts of bonuses to be paid and the payment
of such bonuses is made during the first quarter of the following fiscal year.
Under this bonus plan, Mr. Williams, Mr. Constien, Mr. Warrener, Mr. Soukup and
Mr. Joyce received

no bonuses under the Company Bonus Plan with respect to the 2001 fiscal year as
a result of the Company's financial performance.

Other employees of the Company and subsidiaries are eligible to receive
bonuses under the Company Incentive Compensation Plan.

STOCK OPTION PLAN

On March 12, 1997, the Board of Directors of the Company adopted, the
Rurban Financial Corp. Stock Option Plan (the "Stock Option Plan") for directors
and officers of the Company and its subsidiaries (the "Key Employees"). The
Stock Option Plan was approved by the Company's shareholders at the April 28,
1997 Annual Meeting. The Stock Option Plan authorizes the granting of (i)
incentive stock options ("ISOs") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), (ii) non-qualified stock options
("NQSOs") and (iii) stock appreciation rights ("SARs") (ISOs and NQSOs are
sometimes referred to collectively herein as "Options"). The purpose of the
Stock Option Plan is to encourage Key Employees to acquire or increase and
retain a financial interest in the Company, to remain in the service of the
Company, and to put forth maximum efforts for the success of the Company, and to
enable the Company and its subsidiaries to compete effectively for the services
of potential employees and directors by furnishing an additional incentive to
join the service of the Company and its subsidiaries. The Stock Option Plan also
provides an incentive to Key Employees of the Company and its subsidiaries to
put forth a maximum effort to increase the value of the Company's common shares,
because, under the Stock Option Plan, the exercise price of the Options cannot
be less than the fair market value of the common shares on the date the Options
are granted.

Options for approximately 8,313 of the Company's common shares were
granted to newly appointed directors, officers and employees of the Company
and/or its subsidiaries during 2001; however, none of the executive officers
listed in the Summary Compensation Table of this proxy statement were issued
options during the 2001 fiscal year.

ADDITIONAL COMPENSATION PLANS

To enhance the long-term commitment of the officers and employees of the
Company and its subsidiaries, the Company adopted the Employee Stock Ownership
Plan ("ESOP") in 1985, and The Rurban Financial Corp. Savings Plan and Trust
(the "Savings Plan") in 1988. Mr. Williams, Mr. Constien, Mr. Warrener, Mr.
Soukup and Mr. Joyce as well as all officers and employees of the Company and
its subsidiaries who meet applicable eligibility criteria, may participate in
the ESOP and the Savings Plan.

Each year, the Company and each of its subsidiaries may contribute an
amount in cash and/or common shares of the Company to the ESOP which does not
exceed the amount of the annual net profits of the corporation making the
contribution. Pro rata allocations of amounts contributed by the Company or one
of its subsidiaries are made to the accounts of the participants in the ESOP.
The Company and its subsidiaries contributed an aggregate amount of $736,000 to
the ESOP with respect to the 2001 fiscal year. As of the date of this Proxy
Statement, no determination has been made as to the amount to be allocated to
the account of Mr. Williams, Mr. Constien, Mr. Warrener, Mr. Soukup and Mr.
Joyce under the ESOP with respect to the 2001 fiscal year.

Three types of contributions are contemplated under the Savings Plan: (1)
pre-tax elective deferral contributions by each participant in the Savings Plan
of a percentage of his or her annual

compensation; (2) matching contributions made by the Company or the corporation
employing the Savings Plan participant in cash in an amount determined by the
Board of Directors of the Company; and (3) qualified rollover contributions by a
Savings Plan participant from other qualified plans. The Board of Directors of
the Company determined that for 2001, the amount of the matching contributions
to be made on behalf of each participant in the Savings Plan would be 50% of the
amount of such participant's pre-tax elective deferral contributions, but only
upon that portion of his or her pre-tax elective deferral contributions which
did not exceed 6% of his or her annual compensation. Matching contributions in
the amount of $5,250, $2,132, $5,250, $5,250 and $5,250 were made on behalf of
Mr. Williams, Mr. Constien, Mr. Warrener, Mr. Soukup and Mr. Joyce,
respectively, to match their respective 2001 pre-tax elective deferral
contributions made to the Savings Plan.

Submitted by the Compensation Committee of the Company's Board of Directors:

John Fahl, Chairman, John R. Compo, Eric C. Hench,, Steven D. VanDemark & J.
Michael Walz, D.D.S

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows, for the last three years, the cash
compensation paid by the Company and its subsidiaries, as well as certain other
compensation paid or earned for those years, to Thomas C. Williams, the
Company's President and Chief Executive Officer, Robert W. Constien, Senior
Executive Vice President of the Company, President and Chief Executive Officer
of State Bank and Chief Executive Officer of RFS, Richard C. Warrener, Executive
Vice President and Chief Financial Officer of the Company, Mark A. Soukup,
former President and Chief Executive Officer of State Bank and Kenneth A. Joyce,
Chairman and Chief Executive officer of RDSI.

SUMMARY COMPENSATION TABLE

Long-term
Compensation
Awards
Name and Securities Underlying All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation ($)
- ------------------ ---- --------- -------- ---------- ----------------

Thomas C. Williams, 2001 $238,500 $0 0 $41,681(1)
President and Chief 2000 $225,000 $67,500 9,000 $35,649(1)
Executive Officer of the 1999 $225,000 $78,750 0 $34,803(1)
Company

Robert W. Constien, Senior 2001 $165,880 $0 0 $ 5,942(2)
Executive Vice President 2000 $145,000 $43,500 5,000 $18,159(2)
and Chief Operating 1999 $145,000 $50,750 0 $21,562(2)
Officer of the Company,
President and CEO of State
Bank and CEO of RFS

Long-term
Compensation
Awards
---------
Name and Securities Underlying All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation ($)
- ------------------ ---- --------- -------- ---------- ----------------

Richard C. Warrener, 2001 $145,788 $0 0 $13,182(3)
Executive Vice President 2000 $125,000 $37,500 5,000 $23,514(3)
and Chief Financial Officer 1999 $125,000 $43,750 0 $19,251(3)
of the Company
Mark A. Soukup, Former 2001 $145,000 $16,313 0 $10,235(4)
President and Chief 2000 $145,000 $16,313 5,000 $21,104(4)
Executive Officer of State 1999 $145,000 $50,750 0 $17,138(4)
Bank
Kenneth A. Joyce, Chairman 2001 $155,150 $0 0 $14,815(5)
and Chief Executive Officer 2000 $145,000 $43,500 5,000 $17,532(5)
of RDSI 1999 $145,000 $50,750 0 $10,949(5)

(1) "All Other Compensation" for fiscal years 2001, 2000 and 1999 includes:
(i) a contribution of $5,250, $5,250 and $5,977, respectively, to the
Savings Plan on behalf of Mr. Williams to match 2001, 2000 and 1999
pre-tax elective deferral contributions (included under "Salary") made by
him to the Savings Plan, (ii) payments of $12,586, $13,755 and $12,797,
respectively, during fiscal years 2001, 2000, and 1999 representing the
grossed-up premiums for a life insurance policy which Mr. Williams
personally owns, (iii) for fiscal years 2001, 2000 and 1999, payments of
$690, $690 and $1,704, respectively, which represent the premiums paid on
Mr. Williams' behalf for a group term life insurance policy which has a
death benefit equal to 200% of Mr. Williams' annual salary less $50,000.
The amounts allocated to the account of Mr. Williams under the ESOP for
2000 and 1999 were $11,015 and $9,902, respectively. The amount to be
allocated to the account of Mr. Williams under the ESOP with respect to
fiscal year 2001 has not been determined as of the date of this Proxy
Statement.

(2) "All Other Compensation" for 2001, 2000 and 1999 includes (i)
contributions of $2,132, $4,936 and $4,572 respectively, to the Savings
Plan on behalf of Mr. Constien to match 2001, 2000 and 1999 pre-tax
elective deferral contributions (included under "Salary") made by him to
the Savings Plan, (ii) payments of $242, $134 and $182 which represent
the premiums paid on Mr. Constien's behalf for a group term life
insurance policy which has a death benefit equal to 200% of Mr.
Constien's annual salary less $50,000. The amounts allocated to the
account of Mr. Constien under the ESOP for 2000 and 1999 were $11,015 and
$9,416, respectively. The amount to be allocated to the account of Mr.
Constien under the ESOP with respect to fiscal year 2001 has not been
determined as of the date of this Proxy Statement.

(3) "All Other Compensation" for 2001, 2000 and 1999 includes (i)
contributions of $5,250, $5,249, and $3,928 respectively, to the Savings
Plan on behalf of Mr. Warrener to match 2001, 2000 and 1999 pre-tax
elective deferral contributions (included under "Salary") made by him to
the Savings Plan, (ii) payments of $1,249, $1,032 and $1,416 which
represent the premiums paid on Mr. Warrener's behalf for a group term
life insurance policy which has a death benefit equal to 200% of Mr.
Warrener's annual salary less $50,000. The amounts allocated to the
account of Mr.

Warrener under the ESOP for 2000 and 1999 were $11,015 and $7,958,
respectively. The amount to be allocated to the account of Mr. Warrener
under the ESOP with respect to fiscal year 2001 has not been determined
as of the date of this Proxy Statement.

(4) "All Other Compensation" for 2001, 2000 and 1999 includes (i)
contributions of $5,250, $5,250 and $4,447 respectively, to the Savings
Plan on behalf of Mr. Soukup to match 2001, 2000 and 1999 pre-tax
elective deferral contributions (included under "Salary") made by him to
the Savings Plan, (ii) payments of $432, $346 and $324 which represent
the premiums paid on Mr. Soukup's behalf for a group term life insurance
policy which has a death benefit equal to 200% of Mr. Soukup's annual
salary less $50,000. The amounts allocated to the account of Mr. Soukup
under the ESOP for 2000 and 1999 were $11,015 and $9,123, respectively.
The amount to be allocated to the account of Mr. Soukup under the ESOP
with respect to fiscal year 2001 has not been determined as of the date
of this Proxy Statement.

(5) "All Other Compensation" for 2001, 2000 and 1999 includes (i)
contributions of $5,250, $2,938 and $2,787 respectively, to the Savings
Plan on behalf of Mr. Joyce to match 2001, 2000 and 1999 pre-tax elective
deferral contributions (included under "Salary") made by him to the
Savings Plan, (ii) payments of $690, $795 and $1,022 which represent the
premiums paid on Mr. Joyce's behalf for a group term life insurance
policy which has a death benefit equal to 200% of Mr. Joyce's annual
salary less $50,000. The amounts allocated to the account of Mr. Joyce
under the ESOP for 2000 and 1999 were $11,015 and $8,646, respectively.
The amount to be allocated to the account of Mr. Joyce under the ESOP
with respect to fiscal year 2001 has not been determined as of the date
of this Proxy Statement.

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to Options
exercised during, and unexercised Options held as of the end of, the 2001 fiscal
year by each of the executive officers named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Number of Underlying Unexercised In-the-money
Securities Value Options At Fy-end (#) Options At Fy-end($)(1)
Underlying --------------------------- --------------------------
Options Exercised Realized($) Exercisable Unexercisable Exercisable Unexercisable
--------------------- ----------- ----------- ------------- ----------- -------------

Thomas C. Williams 0 $0 15,711 12,521 $7,960 $17,285
Richard C. Warrener 0 $0 6,284 6,185 $3,951 $9,983
Robert W. Constien 0 $0 6,284 6,185 $3,951 $9,983
Mark A. Soukup 0 $0 6,284 6,185 $3,951 $9,983
Kenneth A. Joyce 0 $0 6,284 6,185 $3,951 $9,983

- -------------------------

(1) "Value of Unexercised In-the-Money Options at FY-End" is based upon
the fair market value of the Company's common shares on December 31, 2001
($13.68) less the exercise price of the options at the end of the 2001 fiscal
year.

SALARY CONTINUATION AGREEMENTS

The Company has entered into Executive Salary Continuation Agreements
(the "Agreements") with Thomas C. Williams, President and Chief Executive
Officer of the Company, on December 21, 2000, Robert W. Constien, Senior
Executive Vice President of the Company, President and Chief Executive Officer
of State Bank and Chief Executive Officer of RFS on December 21, 2000, Richard
C. Warrener, the Executive Vice President and Chief Financial Officer, on
February 25, 1998, Mark A. Soukup, former President and Chief Executive Officer
of State Bank on December 21, 2000 and Kenneth A. Joyce, Chairman and Chief
Executive Officer of RDSI on December 3, 2001. Under the Agreements, if the
executive officer remains in the continuous employment of the Company until the
first December 31st after his 65th birthday (unless by action of the Board of
Directors of the Company, his period of active employment with the Company for
purposes of the Agreement is shortened or extended), he is to retire as of that
date. Upon such retirement, such executive officer (and, upon his death, his
designated beneficiary) will be entitled to receive an annual benefit equal to
15% of his annual base salary as in effect immediately prior to his retirement
in equal monthly installments (of 1/12th of the annual benefit) for a period of
180 months. If the executive officer dies while actively employed by the Company
prior to his retirement, the Company will pay an annual benefit equal to 15% of
his annual base salary as in effect immediately prior to his death in equal
monthly installments (of 1/12th of the annual benefit) for a period of 180
months to his designated beneficiary. In the event that the executive officer's
employment is terminated as a result of his voluntary action, the Agreement will
terminate immediately on the date of such termination of employment and the
Company will pay to such executive officer as severance compensation monthly for
fifteen years an amount of money on an annual basis equal to: (a) 5% of such
executive officer's annual base salary as in effect immediately prior to the
date of his termination of employment, if, at the termination date, such
executive officer is between age 55 and 60; (b) 10% of such annual base salary
if, at the termination date, such executive officer is between age 60 and 65;
and (c) 15% of such annual base salary if (i) at the termination date, such
executive officer is age 65 or over; (ii) such termination of employment occurs
after there has been a change in control of the ownership of the Company; or
(iii) such termination of employment occurs after the Company merges or
consolidates with another company or organization, permits its business
activities to be taken over by another organization, ceases its business
activities or terminates its existence. If the Company discharges the executive
officer for cause, no compensation will be payable to him under the terms of the
Agreement. The executive officer will not receive any benefits under the
Agreement if he engages in any activity that directly or indirectly competes
with the Company's interest, within 25 miles of any office of the Company and
its subsidiaries existing at the time of his retirement or termination of
employment. The payment of the benefits contemplated by the Agreement will be
accelerated if, after such executive officer's retirement, the leverage capital
ratio and/or the risk-based capital ratio of the Company fall below the minimum
ratios established by the Company's regulatory authority for well-capitalized
bank holding companies and/or the Company fails to have net income in any two
successive fiscal years.

DIRECTORS' COMPENSATION

During the 2001 fiscal year, each outside director of the Company who
served the entire year received an annual retainer of $9,000.

Mr. Steven D. VanDemark, who serves as the Chairman of the Board of
Directors of the Company, received an additional $12,000 during the 2001 fiscal
year for his services as Chairman of the Board of Directors of the Company and
an additional $6,000 during the 2001 fiscal year for his services as Interim
Chairman of the Board of Directors of RFC Banking Company.

RURBAN FINANCIAL CORP. PLAN TO ALLOW DIRECTORS TO ELECT TO DEFER COMPENSATION

On March 12, 1997, the Board of Directors of the Company adopted the
Rurban Financial Corp. Plan to Allow Directors to Elect to Defer Compensation
(the "Deferred Compensation Plan"). The purpose of the Plan is to advance the
interests of the Company and its shareholders by allowing the directors of the
Company and the directors of any of the Company's subsidiaries an opportunity to
elect to defer payment of all or a portion of their compensation received for
their services as directors. The annual directors' fees to be received by the
directors of the Company and the directors of the Company's subsidiaries will
not be increased as a result of the adoption of the Deferred Compensation Plan.

PERFORMANCE GRAPH
-----------------

Set forth on the following page is a line graph comparing the yearly
percentage change in the Company's cumulative total shareholder return on its
common shares with an index for the NASDAQ Stock Market (U.S. Companies)
comprised of all domestic common shares traded on the NASDAQ National Market
System and the NASDAQ Small-Cap Market and an index for NASDAQ Bank Stocks
comprised of all depository institutions (SIC Code #602) and holding and other
investment companies (SIC Code #671) that are traded on the NASDAQ National
Market System and the NASDAQ Small-Cap Market ("NASDAQ Bank Stocks") for the
five-year period ended December 31, 2001.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Rurban Financial Corp., NASDAQ Stock Market
(U.S. Companies), and S&P 500

NASDAQ
STOCK MARKET
RURBAN (U.S.
YEAR FINANCIAL CORP COMPANIES) S&P 500
- -------------------------------------------------------------------------------

1996 100.00 100.00 100.00
1997 94.04 122.48 133.45
1998 109.50 172.68 172.19
1999 89.91 320.89 208.54
2000 89.89 193.01 189.97
2001 114.04 153.15 167.56

Return Based on $100 invested on December 31, 1996 and the reinvestment of
dividends. All market values used in determining the return have been restated
for stock splits and stock dividends.

SHAREHOLDER PROPOSALS FOR
2003 ANNUAL MEETING
-------------------

Any qualified shareholder who desires to present a proposal for
consideration at the 2003 Annual Meeting of Shareholders must submit the
proposal in writing to the Company. If the proposal is received by the Company
on or before November 25, 2002, and otherwise meets the requirements of
applicable state and federal law, it will be included in the proxy statement and
form of proxy of the Company relating to its 2003 Annual Meeting of
Shareholders. If a shareholder intends to present a proposal at the 2003 Annual
Meeting, but has not sought the inclusion of such proposal in the Company's
proxy materials, such proposal must be received by the Company prior to February
12, 2003, or the Company's management proxies for the 2003 Annual Meeting will
be entitled to use their discretionary voting authority should such proposal
then be raised, without any discussion of the matter in the Company's proxy
materials.

NOTIFICATION OF APPOINTMENT
---------------------------
OF INDEPENDENT AUDITORS
-----------------------

The Board of Directors of the Company has appointed the firm of Crowe,
Chizek and Company LLP to serve as independent auditors for the Company for the
2001 fiscal year. That firm has served as independent auditors for the Company
since 1988. The board of directors expects that representatives of Crowe, Chizek
and Company LLP will be present at the Annual Meeting, will have the opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.

OTHER MATTERS
-------------

As of the date of this Proxy Statement, the Board of Directors knows of
no other business to be presented for action by the shareholders at the 2002
Annual Meeting of Shareholders other than as set forth in this Proxy Statement.
However, if any other matter is properly presented at the Annual Meeting, or at
any adjournment(s) thereof, it is intended that the persons named as proxies in
the enclosed proxy may vote the common shares represented by such proxy on such
matters in accordance with their best judgment in light of the conditions then
prevailing.

IT IS IMPORTANT THAT PROXIES BE VOTED AND RETURNED PROMPTLY. EVEN IF
YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE FILL IN, DATE, SIGN AND
RETURN THE PROXY PROMPTLY. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON IF YOU WISH TO DO SO.

April 30, 2002 By Order of the Board of Directors,

/s/ Thomas C. Williams
-----------------------
Thomas C. Williams
President and Chief Executive Officer

APPENDIX A

AUDIT COMMITTEE CHARTER
-----------------------

Purpose/Function:
The primary function of the audit committee is to assist the board of directors
in fulfilling its oversight responsibilities by reviewing all audit processes,
financial reporting and the systems of internal control established by
management and the board of directors.

Membership:
Three or more independent outside directors.

Frequency of Meetings:

Generally, once per quarter on a regularly scheduled basis and at such other
times as requested by a committee member, management, the internal audit
coordinator or the independent accountant.

Duties/Responsibilities:

GENERAL RESPONSIBILITIES

1. To provide avenues of communication among the internal audit
coordinator(s), the internal audit outsourcing firm, the independent
accountant and the board of directors.

2. To report committee actions to the full board of directors and make
appropriate recommendations.

3. To conduct or authorize investigations into matters within the
committee's scope of responsibilities. The committee is authorized to
retain independent counsel, accountants or others needed to assist in
an investigation.

RESPONSIBILITIES FOR ENGAGING INDEPENDENT ACCOUNTANTS AND APPOINTING THE
INTERNAL AUDITOR OR INTERNAL AUDIT COORDINATOR(S)

1. To select the independent accountants for company audits. The
committee's selection is subject to approval by the full board of
directors. The audit committee also will review and approve audit
related fees paid to the independent accountants and review and approve
a change in the independent accountants.

2. To review and approve the appointment, replacement, reassignment or
dismissal of the internal auditor and/or internal audit coordinator(s)
and the internal audit outsourcing firm. To review and approve audit
related fees paid to the internal audit outsourcing firm.

3. To assure the independence of the internal auditor or internal audit
coordinator(s) and the independent accountant, including a review of
management consulting services provided by the independent accountant
and the fees paid for such consulting services.

RESPONSIBILITIES FOR REVIEWING THE ANNUAL EXTERNAL AUDIT AND THE ANNUAL
FINANCIAL STATEMENTS, INTERNAL AUDITS AND REGULATORY EXAMINATIONS.

1. To assure that the independent accountant views the board of directors
as its client, that it will be available to the full board of directors
and that it will provide the committee with a timely analysis of
significant financial reporting issues.

2. To question management, the internal auditor or internal audit
coordinator(s) and the independent accountant about significant risks
and exposures and to assess management's steps to minimize them.

3. To consider, in consultation with the independent accountant and the
internal auditor or internal audit coordinator(s), the audit scope and
procedural plans for the internal audit and the independent audit and
to assure effective coordination of internal and external audits.

4. To review the following with the independent accountant and the
internal auditor or internal audit coordinator(s):

a. The adequacy of the company's internal controls, including
computerized information system controls and security.

b. Any significant findings and recommendations made by the
independent accountant or the internal auditing function,
together with management's responses to them.

5. Shortly after the annual independent audit is completed, to review the
following with management and the independent accountant:

a. The company's annual financial statements and related
footnotes.

b. The independent accountant's audit of and report on the
financial statements.

c. The independent accountant's qualitative judgements regarding
the appropriateness of accounting principles and financial
disclosures and their evaluation of the degree of
aggressiveness/conservatism of the accounting principles and
underlying estimates.

d. Any serious difficulties or disputes with management
encountered during the course of the audit.

e. The independent accountant's management letter regarding:

1. Recommendations for improvements in internal control and
its operation.

2. An update on new accounting pronouncements.

f. The independent accountant's "SAS 61 Letters regarding
required communications with the Audit Committee.

6. To consider and review with management and the internal auditor or
internal audit coordinator(s):

a. Any significant internal audit findings and recommendations
during the year and management's responses to them.

b. Any difficulties encountered in the internal auditing process,
including any restrictions on the scope of work or access to
required information.

c. Any changes to the planned scope of management's internal
audit plan that the committee thinks advisable.

d. The internal auditing department's budget and staffing.

7. To consider and review with management regulatory agency examination
reports and management's responses, including:

a. Safety and Soundness examinations
b. Compliance and CRA examinations

PERIODIC RESPONSIBILITIES

1. To review and update, if necessary, the committee's charter annually.

2. To review legal and regulatory matters that may have a material effect
on the organization's financial statements, compliance policies and
programs and reports from regulators.

[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE RURBAN FINANCIAL CORP.
- -------------------------------------------------------------------------------

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 30, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder(s) of common shares of Rurban Financial Corp.
(the "Company") hereby constitutes and appoints Thomas C. Williams and Richard
C. Warrener, or either of them, the Proxy or Proxies of the undersigned, with
full power of substitution, to attend the Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held on Thursday, May 30, 2002, at
Kettenring Country Club, 211 Carpenter Road, Defiance, Ohio at 10:00 A.M., local
time, and any adjournment(s) thereof, and to vote all of the common shares of
the Company which the undersigned is entitled to vote at such Annual Meeting or
at any adjournment(s) thereof:

With- For All
For hold Except
1. To elect three (3) directors to serve [ ] [ ] [ ]
for terms of three years each:

John R. Compo John Fahl Robert A. Fawcett, Jr.

INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.

_______________________________________________________________________________

2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Annual Meeting or any adjournment(s)
thereof.

WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO
CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF THE
COMPANY. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENT(S) THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN
THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE
COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE
PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY
RECOMMEND.

ALL PROXIES PREVIOUSLY GIVEN OR EXECUTED BY THE UNDERSIGNED ARE HEREBY
REVOKED. The undersigned acknowledges receipt of the accompanying Notice of
Annual Meeting to Shareholders and Proxy Statement for the Annual Meeting and
the Annual Report to Shareholders for the fiscal year ended December 31, 2001.

Please sign exactly as your name appears hereon. When common shares are
registered in two names, both shareholders should sign. When signing as
executor, administrator, trustee, guardian, attorney or agent, please give full
title as such. If shareholder is a corporation, please sign in full corporate
name by president or other authorized officer. If shareholder is a partnership,
please sign in partnership name by authorized person. (Please note any change of
address on this proxy.)

----------------------------
PLEASE BE SURE TO SIGN AND DATE DATE
THIS PROXY IN THE BOX BELOW
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SHAREHOLDER SIGN ABOVE CO-HOLDER (IF ANY) SIGN ABOVE

- -- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. --

RURBAN FINANCIAL CORP.

- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RURBAN FINANCIAL
CORP. IT IS IMPORTANT THAT PROXIES BE VOTED AND RETURNED PROMPTLY. EVEN IF YOU
PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE FILL IN, DATE, SIGN AND
RETURN THE PROXY PROMPTLY USING THE ENCLOSED SELF-ADDRESSED ENVELOPE. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
WISH TO DO SO.
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HAS YOUR ADDRESS CHANGED?

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