EXHIBIT 99.1

RFC- MEDIA CONTACT:        James E. Adams, 419-783-8910, rfcmkt@rurban.net
INVESTOR CONTACT:          Valda Colbart, 419-784-2759, rfcinv@rurban.net
EXCHANGE - MEDIA CONTACT:  Marion Layman, 419-833-3401,
                           mlayman@exchangebancshares.net

  RURBAN FINANCIAL CORP. SIGNS MERGER AGREEMENT WITH EXCHANGE BANCSHARES, INC.

DEFIANCE, OH, APRIL 13, 2005 - Rurban Financial Corp. (Nasdaq: RBNF) and
Exchange Bancshares, Inc. (OTC BB: EBLO) today jointly announced the signing of
an Agreement and Plan of Merger for Rurban to acquire Exchange Bancshares and
its wholly-owned subsidiary, The Exchange Bank, headquartered in Luckey, Ohio.
The Exchange Bank has been in operation ninety-nine years and, at December 31,
2004, had total assets of $91.0 million, loans of $62.3 million, deposits of
$82.0 million and shareholders' equity of $8.6 million. Its banking offices are
located in the Northwest Ohio communities of Luckey and Walbridge, and in the
Toledo, Ohio suburbs of Sylvania, Holland, and Perrysburg. This transaction is
expected to close before year-end and is subject to the satisfaction of
customary conditions in the merger agreement and approvals of regulators and the
shareholders of Exchange Bancshares. Upon completion of the merger, The Exchange
Bank will operate as a separate bank subsidiary of Rurban Financial Corp.

Kenneth A. Joyce, President and Chief Executive Officer of Rurban, said, "We are
excited to add The Exchange Bank to the Rurban family. The growing Toledo area
is a key component for our continued expansion in Northwest Ohio. Our
acquisition of Exchange Bancshares offers an excellent opportunity to enter this
metropolitan market, build upon existing deposit and loan relationships,
leverage our fee income businesses, and grow our franchise value. We look
forward to working with Marion Layman, Exchange Bancshares' Chairman and a
seasoned banker with a thorough knowledge of the Toledo market."

Marion Layman, Chairman of Exchange Bancshares, commented, "We are pleased with
the opportunities that the merger with Rurban Financial Corp. will provide.
Their strong capital base will allow us to expand into the growth markets
surrounding Toledo, and their operational and regulatory resources and expertise
will allow us to provide quality banking services without a disproportionate
investment of our own resources. We anticipate that the transition to the Rurban
family will be smooth as our data processing systems are currently managed by
Rurbanc Data Services Inc. (RDSI), the data processing subsidiary of Rurban. We
look forward to introducing Rurban products and services to our customer base."

According to the terms of the Merger Agreement, one-half of the Exchange
Bancshares shares will be exchanged for cash at the rate of $22.00 per share and
the other half of the shares will be exchanged for Rurban shares at the exchange
rate of 1.555 Rurban shares for each Exchange Bancshares share, all subject to
adjustments. Based on the closing price of Rurban shares of $14.22 on April 12,
2005, the aggregate purchase price of the merger transaction would be $12.9
million. Shareholders of Exchange Bancshares who hold 100 or fewer shares will
receive all cash, while shareholders holding more than 100 shares may elect
cash, Rurban shares or a combination of cash and Rurban shares. If the
shareholders' equity of Exchange Bancshares (as adjusted in accordance with the
merger agreement) falls below $8.1 million prior to closing, the purchase price
per share will be reduced. At December 31, 2004, the shareholders' equity was



$14.70 per Exchange Bancshares share (without any adjustments as contemplated by
the merger agreement). As disclosed by Exchange Bancshares in a Form 8-K filed
with the Securities and Exchange Commission (the "SEC") on the date hereof, the
shareholder's equity of Exchange Bancshares may be impacted in the event
Exchange Bancshares is required to revise its 2004 financial statements in
response to comments received from the SEC relating to changes in the valuation
allowance for deferred tax assets.

ABOUT RURBAN FINANCIAL CORP.

Rurban Financial Corp. is a publicly-held financial services holding company
based in Defiance, Ohio. Rurban's common stock is quoted on the Nasdaq National
Market under the symbol RBNF. The Company currently has 10,000,000 shares of
stock authorized and 4,568,488 shares outstanding. The Company's website is
http://www.rurbanfinancial.net.

Rurban's wholly-owned subsidiaries are The State Bank and Trust Company,
Reliance Financial Services, N.A., Rurbanc Data Services, Inc. (RDSI) and RFCBC,
Inc. The bank offers a full range of financial services through its 11 offices
in Defiance, Paulding and Fulton Counties. Reliance Financial Services offers a
diversified array of trust and financial services to customers throughout the
Midwest. RDSI provides data processing services to community banks in Ohio,
Michigan, Indiana, Illinois and Missouri.

ABOUT EXCHANGE BANCSHARES, INC.

Exchange Bancshares, Inc. is a publicly-held bank holding company based in
Luckey, Ohio. Exchange's common stock is quoted on the OTC Bulletin Board under
the symbol EBLO. Exchange currently has 750,000 shares of common stock
authorized and 586,644 shares outstanding. Exchange's wholly-owned subsidiary,
The Exchange Bank, offers a full range of financial services through its 5
offices in Lucas and Wood Counties. Exchange's website is
www.theexchangebank.com.

FORWARD-LOOKING STATEMENTS

Certain statements within this document, which are not statements of historical
fact, constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
risks and uncertainties and actual results may differ materially from those
predicted by the forward-looking statements. These risks and uncertainties
include, but are not limited to, risks and uncertainties inherent in the
national and regional banking, insurance and mortgage industries, competitive
factors specific to markets in which Rurban and its subsidiaries operate, future
interest rate levels, legislative and regulatory actions, capital market
conditions, general economic conditions, geopolitical events, the loss of key
personnel and other factors.

Forward-looking statements speak only as of the date on which they are made, and
Rurban undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made.
All subsequent written and oral forward-looking statements attributable to
Rurban or any person acting on our behalf are qualified by these cautionary
statements.