On April 17, 2009, Rurban Financial Corp. (the "Company") hosted a conference call and webcast to discuss its financial results for the first quarter ended March 31, 2009. A copy of the transcript for the conference call and webcast is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as otherwise stated in such filing.

At its meeting on April 15, 2009, the Compensation Committee of the Board of Directors of the Company approved an increase in the retirement and early retirement benefits payable to Mark A. Klein, President of The State Bank and Trust Company ("State Bank"), under the Rurban Financial Corp. Amended and Restated Supplemental Executive Retirement Plan Agreement, dated as of December 31, 2008, among the Company, State Bank and Mr. Klein (the "Klein SERP Agreement"). In accordance with the Compensation Committee's approval and pursuant to a First Amendment to the Klein SERP Agreement entered into on April 20, 2009 (the "First Amendment"), (a) the benefit payable to Mr. Klein under
Section 3.1 of the Klein SERP Agreement in the event of Mr. Klein's retirement on or after age 65 was increased from 10% to 15% of his Annual Direct Salary (as defined in the Klein SERP Agreement); (b) the benefit payable to Mr. Klein under
Section 3.2 of the Klein SERP Agreement in the event of Mr. Klein's early retirement on or after age 55 was increased from 5% to 10% of his Annual Direct Salary (as defined in the Klein SERP Agreement); and (c) the benefit payable to Mr. Klein under Section 3.2 of the Klein SERP Agreement in the event of Mr. Klein's early retirement on or after age 60 was increased from 10% to 15% of Mr. Klein's Annual Direct Salary (as defined in the Klein SERP Agreement).

The foregoing description of the First Amendment is qualified in its entirety by reference to the copy of the First Amendment included as Exhibit 10.3 of this Current Report on Form 8-K and incorporated herein by reference.

At the Company's 2009 Annual Meeting of Shareholders held on April 16, 2009, the shareholders of the Company adopted an amendment to Section 2.01 of the Company's Amended and Restated Regulations to remove the 70-year age limit with respect to a person's election or re-election as a director of the Company. The amendment became effective upon such adoption. The text of Section 2.01 of the Company's Amended and Restated Regulations, as amended, is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

At the Company's 2009 Annual Meeting of Shareholders held on April 16, 2009, the Company provided an overview of the results for the first fiscal quarter ended March 31, 2009, discussed trends in the Company's performance and stock price and issued guidance regarding strategies for the 2009 fiscal year. A copy of the materials presented at the Annual Meeting is furnished as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

The Company's 2009 Annual Meeting of Shareholders was held on April 16, 2009, in Defiance, Ohio. At the close of business on the record date for the Annual Meeting (February 18, 2009), a total of 4,876,255 common shares of the Company were outstanding and entitled to vote. A total of 3,655,311, or 74.96% of the outstanding common shares outstanding and entitled to vote, were represented in person or by proxy at the Annual Meeting.

At the Annual Meeting, the shareholders approved the proposed amendment to
Section 2.01 of the Company's Amended and Restated Regulations to remove the 70-year age limit with respect to a person's election or re-election as a director of the Company. In addition, each of the following directors was re-elected by the shareholders of the Company to serve for a three-year term expiring in 2012: Thomas A. Buis; Kenneth A. Joyce; Thomas L. Sauer; and J. Michael Walz. The voting results for the Annual Meeting are provided below.

1. To adopt the proposed amendment to Section 2.01 of the Company's Amended and Restated Regulations, which would remove the 70-year age limit with respect to a person's election or re-election as a director of the Company.

Number of Shares Voted: 3,655,311 Total Outstanding Shares (O/S) as of Record Date: 4,876,255

               For                            Against                        Abstain
          % of Shares % of Shares         % of Shares % of Shares        % of Shares % of Shares
             Voted        O/S                Voted        O/S               Voted        O/S
3,086,875    84.4%       63.3%    498,539    13.6%       10.2%    69,897    2.0%        1.4%

2. Election of Directors.

Number of Shares Voted: 3,655,311 Total Outstanding Shares (O/S) as of Record Date: 4,876,255

                                For                       Withheld
                               % of  % of Shares          % of  % of Shares
                              Shares     O/S             Shares     O/S
           Nominee            Voted                      Voted
           Thomas   3,381,391 92.5%     69.3%    273,920  7.5%     5.6%
           A. Buis
           Kenneth  3,522,231 96.3%     72.2%    133,080  3.7%     2.7%
           A. Joyce
           Thomas   3,536,283 96.7%     72.5%    119,028  3.3%     2.4%
           L. Sauer
           J.       3,521,266 96.3%     72.2%    134,045  3.7%     2.7%
           Michael
           Walz

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable

(d) Exhibits

Exhibit No.                               Description
    3.1     Certificate Regarding Adoption of Amendment to Section 2.01 of Rurban
            Financial Corp.'s Amended and Restated Regulations by the Shareholders
            on April 16, 2009
   10.1     Amended and Restated Supplemental Executive Retirement Plan Agreement,
            effective as of December 31, 2008, between Rurban Financial Corp. and
            Kenneth A. Joyce (incorporated herein by reference to Exhibit 10.15 to
            the Annual Report on Form 10-K of Rurban Financial Corp. for the fiscal
            year ended December 31, 2008 (File No. 0-13507))
   10.2     Schedule identifying other substantially identical Amended and Restated
            Supplemental Executive Retirement Plan Agreements with executive
            officers of Rurban Financial Corp. and its subsidiaries (incorporated
            herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K
            of Rurban Financial Corp. for the fiscal year ended December 31, 2008
            (File No. 0-13507))
   10.3     First Amendment to Amended and Restated Supplemental Executive
            Retirement Plan Agreement, dated as of April 20, 2009, among Rurban
            Financial Corp., The State Bank and Trust Company and Mark A. Klein
   99.1     Transcript of conference call and webcast conducted on April 17, 2009
   99.2     Materials presented at the Annual Meeting of Shareholders held on April
            16, 2009