EXHIBIT 99
FOR INFORMATION CONTACT:

MEDIA CONTACT:      Tina Farrington, 419-784-2549, RFCMKT@RURBAN.NET
INVESTOR CONTACT:   Sandra Stockhorst, 419-784-4023, RFCINV@RURBAN.NET

            RURBAN FINANCIAL CORP. REACHES AGREEMENT ON BRANCH SALES

 Purchase and Assumption Agreement signed with First Federal Bank of The Midwest
                For Rurban's Hancock and Putnam County Locations

DEFIANCE, Ohio, February 24, 2003 - RURBAN FINANCIAL CORP. (NASDAQ: RBNF)
("Rurban") announced that a "Purchase and Assumption Agreement" was signed on
Saturday, February 22, 2003 with First Federal Bank of the Midwest, a wholly
owned subsidiary of First Defiance Financial Corp. The agreement outlines the
sale of assets and assumption of deposits at Rurban's Hancock and Putnam County
branches. Under the agreement First Federal Bank of The Midwest will acquire
approximately $176 million in deposits and $115 million in loans.

"We are pleased with the purchase price we have received on these attractive
branch offerings and completion of an important component of Rurban's strategic
plan that it represents. We are confident that First Federal Bank can meet the
needs of our customers, employees and community. Our customers will benefit from
being served by an institution with a strong community banking tradition and we
will be working hard to make the transition as smooth as possible," stated
Kenneth A. Joyce, Rurban President and CEO.

This transaction will complete the sale of the remaining RFC Banking Company
branches. Rurban will retain loan assets of approximately $35 million following
the sales of these branches. RFC Banking Company which consists of The Peoples
Banking Company, The First Bank of Ottawa and The Citizens Savings Bank Company
had assets of approximately $266 million as of January 31, 2003.

"The loans retained have the potential to be immediately profitable due to the
low overhead. The cash flow created from the collection of loans will be
available to repay debt and to fund future expansion of Rurban's other banking
and data processing businesses," shared Joyce.

Rurban anticipates closing this transaction by the end of May. The transaction
is subject to regulatory approval. Additional information will be available in
the company's Fourth Quarter and Year-End Financial Results to be released on
February 26 as well as Rurban's Webcast at 4:00 p.m. on February 27, 2003. The
conference call may be accessed via the Internet in (listen only mode) live
during the call at these web addresses: www.rurbanfinancial.net and
http://www.firstcallevents.com/service/ajwz375250945gf12.html. The call will
also be available for replay until March 20, 2003 at these same web addresses.

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 http://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 are The State Bank and Trust Company,
Reliance Financial Services, N.A., Rurbanc Data Services, Inc. (RDSI) and RFC
Banking Company which consists of The Peoples Banking Company, The First Bank of
Ottawa and The Citizens Savings Bank Company. 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.
Rurban intends that such forward-looking statements be subject to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. All
forward-looking statements are based on current expectations regarding important
risk factors including those identified in Rurban's most recent periodic report
and other filings with the Securities and Exchange Commission. Accordingly,
actual results may differ materially from those expressed or implied in the
forward-looking statements, and the making of such statements should not be
regarded as a representation by Rurban or any other person that the results
expressed therein will be achieved.













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