EXHIBIT 99.2

6-30-03

Dear Shareholder, Investors, Customers and Employees:

Rurban Financial Corp. continues to execute its strategic plan as we first
outlined to you in January of this year. Our ability to deliver on these
promises and execute each phase of the strategic plan has been the cornerstone
of Rurban's turnaround story. We continue to reduce expenses and expand our
revenue opportunities. This letter will update you on our second quarter
highlights and certain key initiatives.

Net income for the second quarter of 2003 was approximately $6.5 million or
$1.42 per diluted share. The second quarter marked the successful completion of
the sale of our Hancock and Putnam County branches located in Findlay, McComb
and Ottawa, Ohio. Rurban posted a before-tax gain on this transaction of
approximately $12 million after associated expenses.

The loan problems we have described in detail over the last six quarters are
well identified and well reserved. We took into expense a more typical loan loss
provision in this quarter of $300,000 and have reduced the problem loans by
$29.3 million during the last quarter to $88.7 million. We look forward to
profitable third and fourth quarters in 2003 and demonstrating a reliable and
consistent return to increasing profitability in 2004.

The State Bank and Trust Company remains a strong community bank with assets
over $400 million. The risk based capital ratio for State Bank and Trust was
approximately 11.5% at the end of the second quarter, which is well above the
regulatory requirement necessary to meet the definition of a well-capitalized
bank. Rurban' s risk based capital exceeded 15.5%; also well in excess of the
required level to qualify for "well capitalized."

I am very excited about the leadership in all areas at State Bank. They have
proven their ability to manage multiple priorities and are focused on rebuilding
our franchise and creating shareholder value.

Reliance Financial Services benefited from the positive trends in the financial
markets during the second quarter and profit improvement was achieved. Rurban's
data processing company, RDSI, has also expanded its sales development and has
signed another community bank customer this quarter.

We have successfully transformed RFC Banking Company to a loan subsidiary
holding many of the problem loans from the banking operation that was sold. The
remaining loans are being aggressively worked, and we are ahead of schedule in
our collection efforts.


Expense reductions and increased efficiencies continue to present opportunities
for Rurban. The study to reduce the expenses at State Bank and Trust has been
completed and we are in the process of implementing the recommendations. This
implementation could improve pretax income for 2004 by $1.5 million from revenue
enhancements and expense reductions. We continue to work diligently to maximize
shareholder returns.

Excellent progress is also being achieved on the Written Agreement and we expect
to be in compliance with all of the conditions by year-end and remain hopeful
that we will be able to obtain regulatory permission to resume dividends in
early 2004.

Clearly communicating progress to our shareholders is of the highest importance
to us. We are pleased with the year to date price appreciation of our stock of
over 30%. Investors are beginning to recognize the long-term value Rurban
Financial Corp represents. We will continue to send quarterly updates and also
invite you to take advantage of our company's communication tools by attending
our quarterly earnings web cast presentations and visiting our web site at
www.rurbanfinancial.net. Please feel free to email me at rfcinv@rurban.net for
more information on these events or if we may assist you in any way. We welcome
your feedback and comments.

We thank our loyal shareholders and our new shareholders for their ownership in
our company.

Sincerely,


Kenneth A. Joyce
President and CEO