RURBAN FINANCIAL CORP
EXHIBIT 10(Z)
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<TYPE>EX-10.Z
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<FILENAME>l99438aexv10wz.txt
<DESCRIPTION>EXHIBIT 10(Z)
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                                  EXHIBIT 10(z)

                             RURBAN FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE

         The purpose of the Rurban Financial Corp. Employee Stock Purchase Plan
         (the "Plan") is to provide employees of Rurban Financial Corp. (the
         "Company") and its subsidiaries with a convenient means by which they
         may purchase common shares of the Company ("Common Shares") on the open
         market.

2.       ELIGIBILITY

         All employees of the Company and its subsidiaries shall be eligible to
         participate in the Plan as of the first day of the month coincident
         with or immediately following the completion of three (3) months of
         employment with the Company or one of its subsidiaries, and will be a
         Participant as of that date. In order to participate in the Plan with
         respect to a "Purchase Period" (as defined below), a completed
         enrollment form must be submitted to the Company's Human Resources
         Department no later than the tenth day of the month preceding the
         Purchase Period for which a Participant elects to participate. For
         purpose of the Plan, a "Purchase Period" shall mean a calendar month.

3.       CONTRIBUTIONS

         If a Participant elects to participate in the Plan, the Participant
         shall authorize the Company to deduct from his or her compensation for
         each payroll period during a Purchase Period the amount so elected on
         the applicable enrollment form. The amount so elected as a payroll
         deduction may not be less than $10.00 and must be in increments of
         $10.00. All payroll deductions under the Plan shall be made on an
         after-tax basis.

4.       STOCK PURCHASES

         All payroll deductions made under the Plan for a Purchase Period will
         be forwarded by the Company to Registrar and Transfer Company (the
         "Agent") on the first business day following the end of the Purchase
         Period. When the Agent receives the payroll deductions, as soon as
         practicable the Agent will purchase on the open market such number of
         Common Shares as may be purchased with such payroll deductions.
         Notwithstanding the preceding sentence, if the Agent determines in good
         faith that it is not reasonably feasible to effectuate the purchases of
         Common Shares on the same day it receives the payroll deductions from
         the Company, the Agent shall complete such purchases on the next
         business day. All buys will be conducted through open market
         transactions through an unaffiliated, registered broker-dealer. In the
         event the Agent purchases Common Shares for a Purchase Period in more
         than one purchase price equal to the weighted average of the actual
         purchase prices paid (exclusive of applicable

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         brokerage fees and expenses) for all such Common Shares. In addition,
         the Agent will apply all cash dividends, if any, paid with respect to
         Common Shares held in a Participant's Investment Account, as described
         in Section 5, to the purchase on the open market of additional Common
         Shares as soon as practicable after any such dividends are paid by the
         Company and, in any event, within 30 days of such payment. In the event
         the Agent purchases Common Shares with such cash dividends in more than
         one purchase transaction, all such Common Shares shall be deemed to
         have been purchased at a purchase price equal to the weighted average
         of the actual purchase prices paid (exclusive of applicable brokerage
         fees and expenses) for all such Common Shares.

5.       INVESTMENT ACCOUNTS

         The Agent will establish on behalf of each Participant participating in
         the Plan an Investment Account to which shall be allocated the number
         of whole and fractional Common Shares that are purchased with the
         Participant's payroll deductions (and, as applicable, any cash
         dividends paid with respect to Common Shares in such Investment
         Account) under the Plan. The number of whole and fractional Common
         Shares allocated to a Participant's Investment account for a Purchase
         Period shall be equal to the total payroll deductions made by the
         Participant for such Purchase Period (and, as the applicable, any cash
         dividends paid with respect to Common Shares in such Investment
         Account) divided by the purchase price per share for Common Shares
         acquired during such Purchase Period, as determined above. Stock
         certificates representing the Common Shares acquired under the Plan
         shall be held by the Agent, as custodian under the Plan. Each
         Participant shall receive, as soon as practicable after the end of each
         quarter for which there is account activity, an Investment Account
         Statement which will indicate the number of whole and fractional Common
         Shares allocated to his or her Investment Account, the market value of
         such Common Shares based on the closing price for such Common Shares on
         the last day of such calendar month, as reported on the OTC-BB (or, if
         on such day the Common Shares shall not have been traded on the OTC-BB,
         the closing price as reported on the OTC-BB for the first day prior
         thereto on which the Common Shares were traded), and such other
         information regarding the Participant's Investment Account as the Agent
         so determines. The Agent will forward to Participants a copy of each
         proxy statement, annual report and other communication material
         otherwise distributed by the Company to the holders of Common Shares.
         Each Participant will have the right to vote with respect to all whole
         Common Shares allocated to his or her Investment Account under the
         Plan. Any such common Shares for which voting instructions are not
         provided by Participants shall not be voted by either the Agent or the
         Company. Certificates for any number of whole Common Shares credited to
         a Participant's Investment Account will be issued at any time upon
         written request of the Participant to the Agent. Certificates for
         fractional Common Shares will not be issued under any circumstance.

6.       CHANGING PAYROLL DEDUCTIONS AND WITHDRAWALS FROM THE PLAN

         A Participant may elect to increase or decrease his or her payroll
         deductions by completing a form, as prescribed by the Company, and
         returning it to the Human

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         Resources Department no later than the tenth day of the month in order
         to become effective as of the first payroll period in the following
         month. A Participant may withdraw from the Plan by completing a form,
         as prescribed by the Company, and returning it to the Human Resources
         Department. Any such withdrawal shall become effective no earlier than
         the date the required form is received by the Human Resources
         Department. If a Participant withdraws from the Plan after the
         commencement of a Purchase Period but prior to the date Common Shares
         are purchased on his or her behalf for such Purchase Period, the
         Company shall return to such Participant the payroll deductions, if
         any, made for that Purchase Period. No interest shall be paid on any
         such payroll deductions that are returned to a Participant. If a
         Participant withdraws from the Plan, the Participant may elect to
         receive a stock certificate representing the whole Common Shares held
         in his or her Investment Account and cash representing the net proceeds
         of the sale of any fractional Common Shares held in the Investment
         Account. Alternatively, a Participant may elect to sell all whole and
         fractional Common Shares held in his or her Investment Account and in
         such event the Participant shall receive cash representing the net
         proceeds (after deducting any applicable brokerage fees and expenses of
         such sale). However, notwithstanding the foregoing, upon a
         Participant's termination of employment with the Company and/or its
         subsidiaries, the Participant shall receive a stock certificate
         representing the whole Common Shares held in his or her Investment
         Account and cash representing the net proceeds (after deducting any
         applicable brokerage fees and expenses of the sale) of any fractional
         Common Shares held in his or her Investment Account unless an election
         has been made by the Participant to sell all such Common Shares, in
         which event all whole and fractional Common Shares held in the
         Participant's Investment Account shall be sold and he or she shall
         receive cash representing the net proceeds (after deducting any
         applicable brokerage fees and expenses of such sale). A Participant
         requesting a sale of shares may not set sale price specifications nor
         dictate the timing of such sales. If Common Shares are distributed from
         the Plan, they shall be transferable by the Participant to the extent
         consistent with applicable law, including any applicable federal and
         state securities laws.

7.       ADMINISTRATION OF THE PLAN

         Except as otherwise provided herein, and subject to the terms hereof,
         the Plan shall be administered by the Agent. However, notwithstanding
         the general administrative responsibilities of the Agent under the
         Plan, and subject to Section 12 hereof, the Company may (i) announce
         the establishment of the Plan, (ii) hold meetings with employees to
         explain the Plan and (iii) perform such other ministerial and
         administrative functions as it deems appropriate. In addition, the
         Company may make available to the Agent the names and addresses of
         employees (the "Mailing List") for purposes of facilitating direct
         communication between the Agent and employees for the Company and its
         subsidiaries. The Agent may use the Mailing List solely for the purpose
         of providing information to employees regarding the Plan.

8.       AMENDMENT OR TERMINATION

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         The Company may, in its sole discretion, amend or termination the Plan
         at any time; provided, however, any amendment which materially affects
         the duties and responsibilities of the Agent shall not become effective
         with respect to the Agent unless consented to in writing by the Agent.

9.       EXPENSES

         Except as provided in the following sentence, the Company shall pay all
         administrative, brokerage, and custodian fees and expenses relating to
         the Plan. Notwithstanding the preceding sentence, all brokerage fees
         and expenses relating to the sale of Common Shares under the Plan on
         behalf of Participants shall be borne by the Participants.

10.      TAXES

         Notwithstanding any other provisions of the Plan, the company shall be
         authorized to deduct from any Common Shares purchased or from the
         proceeds of any Common Shares sold under the Plan, or from such other
         amounts payable by the Company to a Participant all federal, state,
         local or other taxes required by law to be withheld with respect to
         Common Shares purchased or sold under the Plan. Commissions are
         considered income and shall be reported as such.

11.      NO RIGHT TO CONTINUED EMPLOYMENT

         Neither the Plan nor any right to purchase Common Shares under the Plan
         shall confer upon any employee any right to a continuation of
         employment by the Company or its subsidiaries. In addition, the Company
         and its subsidiaries reserve the right to dismiss any employee or
         otherwise deal with any employee to the same extent as though the Plan
         had not been adopted.

  12.    CONSTRUCTION

         It is intended that the Plan shall be construed and administered so as
         to comply with applicable pronouncements of the Securities and Exchange
         Commission such that neither the Plan nor any participation interests
         thereunder would be required to be registered under applicable federal
         securities law, and to otherwise comply with all other applicable
         requirements of law.

  13.    GOVERNING LAW

         The Plan shall be construed in accordance with and governed by the laws
         of the State of Ohio.

  14.    EFFECTIVE DATE

         The Plan shall become effective January 1, 1999.


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