RURBAN FINANCIAL CORP
EX-10(BB)
<DOCUMENT>
<TYPE>EX-10.BB
<SEQUENCE>4
<FILENAME>l05793aexv10wbb.txt
<DESCRIPTION>EX-10(BB)
<TEXT>
<PAGE>

                                 EXHIBIT 10(bb)

                        SUPPLEMENTAL SEVERANCE AGREEMENT
                            DUE TO CHANGE IN CONTROL
                            OF RURBAN FINANCIAL CORP.

         This AGREEMENT is made and entered into this 25 day of June, 2002, by
and among Rurban Financial Corp. (the "Corporation"), a corporation organized
under the laws of the State of Ohio, with its main office in Defiance, Ohio, and
Robert W. Constien (the "Employee"). Any reference to the "Board of Directors"
herein shall mean the Board of Directors of the Corporation.

         WHEREAS, the Employee serves as an executive officer of the Corporation
or a wholly owned subsidiary of the Corporation:

         NOW THEREFORE, in consideration of the performance of the
responsibilities of the Employee and upon the other terms and conditions
hereinafter provided, the parties hereto agree as follows:

         1.       No Employment Contract

                  The parties hereto acknowledge and agree that this Agreement
is not a management or employment agreement and that none of the terms and
conditions contained herein shall be effective until such time as there is a
Change in Control of the Corporation as hereinafter defined in this Agreement.

         2.       Term of Agreement

The term of this Agreement shall be for a period of 24 months commencing on the
date this agreement is executed (hereafter referred to as the "Term").

         3.       Termination for Cause

(a)      The Employee shall have no right to receive severance or other benefits
under this Agreement for any period after the date of termination for Cause. For
purposes of this Agreement, termination by the Corporation for "Cause" shall
mean only the following events:

                           (i)      personal dishonesty;

                           (ii)     incompetence;

                           (iii)    material breach of any provision of this
                                    Agreement;

                           (iv)     breach of a fiduciary duty involving
                                    personal gain or profit;

                           (v)      intentional failure to perform stated
                                    duties;

                                                                            109.
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                           (vi)     a willful and material breach of the
                                    policies and procedures for the operation of
                                    the Corporation provided to the Employee by
                                    formal action of the Board of Directors;

                           (vii)    willful violation of any law, rule,
                                    regulation (other than a law, rule or
                                    regulation relating to a traffic violation
                                    or similar offense) or final
                                    cease-and-desist order; or

                           (viii)   willful misconduct.

                  (b)      (i)      For purposes of Paragraph 3(a)(ii),
                                    "incompetence" shall mean the Employee's
                                    performance of his duties as measured
                                    against the then prevailing standards in the
                                    Ohio banking industry.

                           (ii)     For purposes of Paragraph 3(a)(vii) and
                                    3(a)(viii), no act, or failure to act, on
                                    the Employee's part shall be considered
                                    "willful" unless he has acted, or failed to
                                    act, with an absence of good faith and
                                    without a reasonable belief that his action
                                    or failure to act was in the best interest
                                    of the Corporation.

                           (iii)    For purposes of Paragraph 3(a)(vii), a
                                    cease-and-desist order shall not become
                                    final until consent by the Corporation, as
                                    the case may be, to such order, or the
                                    exhaustion or lapse of all (administrative
                                    and judicial) appeal rights in relation
                                    thereto.

         4.       Voluntary Termination of Agreement

                  This Agreement may be terminated by the Employee at any time
upon ninety (90) days' written notice to the Corporation or upon such shorter
period as may be agreed upon between the Employee and the Board of Directors.

         5.       Change in Control

                  (a)      For purposes of this Agreement, a "Change in Control
of the Corporation" shall mean the appointment of a new President/Chief
Executive Officer.

                  (b)      If, during the Term of this Agreement, there is a
Change of Control of the Corporation, after which the Employee's employment is
terminated by the Corporation without Cause or after which Employee's
responsibilities and/or compensation are substantially reduced and if, and only
if, said termination or reduction in job responsibilities and/or compensation is

                                                                            110.
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involuntary, then the Employee shall be entitled to a termination or severance
payment. The amount of the severance payment shall be as specified in Paragraph
6 of this Agreement.

         6.       Termination Benefits

                  Upon the occurrence of all conditions necessary to entitle
Employee to a severance or termination payment hereunder, Employee shall be
entitled to receive his base salary for whatever period of the Term remains, and
for no less than six months, after the date of employee's termination from
employment or the date on which Employee's responsibilities and/or compensation
are substantially reduced.

         7.       Successor Organization

The obligations of the Corporation as set forth herein shall continue to be the
obligation of any successor organization, any organization which purchases
substantially all of the liabilities of the Corporation, as well as any
organization which assumes substantially all of the liabilities of the
Corporation whether by merger, consolidation, or other form of business
combination. This Agreement is personal to the Employee and the Employee may not
delegate his duties hereunder.

         8.       Non-Competition

                  Employee agrees that for a period of two (2) years after the
date on which his employment terminates with the Corporation for any reason, he
shall not, without the written consent of the Corporation, in the capacity of a
trustee, director, employee, agent, consultant, or otherwise, provide advice
with respect to, engage in or directly or indirectly supervise the provision of
any service or sale of any product which competes with any service or product of
the Corporation, its subsidiaries or any affiliates, within a fifty (50) mile
radius of the Corporation. Further, for the period described herein, Employee
may not, without the prior consent of the Corporation, employ (as an employee,
independent contractor, agent, or otherwise) or solicit the employment of,
either directly or indirectly through an organization with which Employee
becomes affiliated, any individual who was employed by the Corporation either on
the effective date of Employee's termination or during any time within one (1)
year of such date.

         9.       Notices

All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed, certified or registered mail, return receipt requested, with postage
prepaid, to the following addresses or to such other address as either party may
designate by like notice.

                                                                            111.
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         A.       If to the Corporation, to:

                        Board of Directors
                        Rurban Financial Corp.
                        401 Clinton Street
                        Defiance, Ohio 43512

         B.       If to the Employee, to:

and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.

         10.      No Mitigation Required

There shall be no requirement that Employee mitigate any damages or reduce the
amount of any payment provided for in this Paragraph 6 by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Paragraph 6 be reduced by any compensation earned by Employee as the result
of employment by any other employer after the date of termination or otherwise.
However, any payments due hereunder shall be reduced by any other payments made
to the Employee pursuant to any other Change in Control Agreement or Executive
Salary Continuation Agreement between the parties.

         11.      Amendments

                  No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties, except as herein otherwise
provided.

         12.      Paragraph Headings

The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.

                                                                            112.
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         13.      Severability

                  The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.

         14.      Governing Law

This Agreement shall, except to the extent that federal law shall be deemed to
apply, be governed by and construed and enforced in accordance with the laws of
Ohio.

         15.      Arbitration

Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

         This document supplements and does not supersede any Change of Control
Agreement between the Employee and Rurban Financial Corp. signed prior to this
Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first hereinabove written.

WITNESSES:                                  RURBAN FINANCIAL CORP.

/s/Kathy Mericle-Adkins               By: /s/Richard C. Burrows
------------------------------            ----------------------------

/s/Jean Hubbard                       Its:  Interim President & CEO
------------------------------

WITNESSES:

/s/Jean Hubbard                       /s/Robert W. Constien
------------------------------        -------------------------------
                                      Employee

                                                                            113.
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                                   SCHEDULE A
                                       TO
                                 EXHIBIT 10(bb)

         Agreements between Rurban Financial Corp. and certain of the executive
officers of Rurban Financial Corp. substantially identical to Agreement,
effective June 25, 2002, between Robert W. Constien and Rurban Financial Corp.

         Effective June 25, 2002, Rurban Financial Corp. (the "Registrant")
entered into Agreements with the executive officers of the Registrant identified
below, which Agreements are substantially identical to the Agreement, effective
June 25, 2002, between the Registrant and Robert W. Constien, President and
Chief Executive Officer of State Bank, a copy of which is being included as
Exhibit 10(bb) to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 (the "2003 Form 10-K").

         In accordance with Rule 12b-31 promulgated under the Securities
Exchange Act of 1934 and Item 601(b)(10)(iii) of Regulation S-K, the following
table identifies those executive officers of the Registrant with whom the
Registrant has entered into Agreements similar to that included as Exhibit 10(b)
to the 2003 Form 10-K:

<TABLE>
<CAPTION>
       NAME                       CURRENT OFFICES HELD WITH THE REGISTRANT
------------------          ---------------------------------------------------
<S>                         <C>
Henry R. Thiemann           Executive Vice President and Operations Manager of
                            State Bank
</TABLE>

                                                                            114.

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</DOCUMENT>
