0001144204-10-041506 Sample Contracts

RURBAN FINANCIAL CORP. SECOND AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR MARK A. KLEIN
Change of Control Agreement • August 5th, 2010 • Rurban Financial Corp • State commercial banks • Ohio

THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”) and was amended and restated effective December 31, 2008 for the purpose of complying with the requirements of Section 409A of the Code. Effective as of this 30th day of July, 2010, RFC and the Executive hereby amend and restate this Agreement in its entirety for a second time as set forth herein, and remove the Subsidiary as a party hereto.

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EMPLOYMENT AGREEMENT FOR MARK A. KLEIN
Employment Agreement • August 5th, 2010 • Rurban Financial Corp • State commercial banks • Ohio

This Employment Agreement (“Agreement”) is entered into this 30th day of July, 2010 (“Effective Date”), by and between Rurban Financial Corp., an Ohio corporation (the “Employer”), and Mark A. Klein (the “Executive”).

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