<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant Section 240.14a-11(c)
Section 240.14a-12
Rurban Financial Corp.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
----------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
RURBAN FINANCIAL CORP.
401 CLINTON STREET
DEFIANCE, OHIO 43512
(419) 783-8950
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------
Defiance, Ohio
March 24, 2000
To the Shareholders of
Rurban Financial Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Rurban Financial Corp. (the "Company") will be held in the
banquet room at the Serrick Center located at The Defiance College, 701 N.
Clinton Street, Defiance, Ohio, on Monday, April 24, 2000, at 10:30 a.m., local
time, for the following purposes:
1. To elect two (2) directors to serve for terms of three (3)
years each.
2. To transact such other business as may properly come before
the Annual Meeting and any adjournment(s) thereof.
Shareholders of record at the close of business on March 10, 2000 will
be entitled to receive notice of, and to vote at, the Annual Meeting and any
adjournment(s) thereof.
You are cordially invited to attend the Annual Meeting. The vote of
each shareholder is important, whatever the number of common shares held.
Whether or not you plan to attend the Annual Meeting, please sign, date and
return your proxy promptly in the enclosed envelope. If you attend the Annual
Meeting and desire to revoke your proxy, you may do so and vote in person.
Attendance at the Annual Meeting will not, in and of itself, constitute
revocation of a proxy.
By Order of the Board of Directors,
/s/ Thomas C. Williams
-------------------------------------
Thomas C. Williams, President and
Chief Executive Officer
<PAGE> 3
RURBAN FINANCIAL CORP.
401 CLINTON STREET
DEFIANCE, OHIO 43512
(419) 783-8950
PROXY STATEMENT
---------------
This Proxy Statement and the accompanying proxy are being mailed to
shareholders of Rurban Financial Corp., an Ohio corporation (the "Company"), on
or about March 24, 2000, in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Shareholders
of the Company (the "Annual Meeting") called to be held on Monday, April 24,
2000, or at any adjournment(s) thereof. The Annual Meeting will be held at 10:30
a.m., local time, in the banquet room at the Serrick Center located at The
Defiance College, 701 N. Clinton Street, Defiance, Ohio.
The Company has six wholly-owned subsidiaries. They include: The State
Bank and Trust Company, Defiance, Ohio ("State Bank"); The Peoples Banking
Company, Findlay, Ohio ("Peoples Bank"); The First National Bank of Ottawa,
Ottawa, Ohio ("Ottawa"); The Citizens Savings Bank Company, Pemberville, Ohio
("Citizens"); Rurbanc Data Services, Inc., Defiance, Ohio ("RDSI"); and Rurban
Life Insurance Company, Defiance, Ohio ("Rurban Life"). State Bank has
two-wholly owned subsidiaries, Reliance Financial Services, N.A. ("RFS"), a
nationally-chartered trust and financial services company and Rurban Mortgage
Company ("RMC"), an Ohio corporation and mortgage company with its principle
offices located in Clearwater, Florida.
A proxy for use at the Annual Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Company. A shareholder of the
Company may use his proxy if he is unable to attend the Annual Meeting in person
or wishes to have his common shares voted by proxy even if he does attend the
Annual Meeting. Without affecting any vote previously taken, any shareholder
executing a proxy may revoke it at any time before it is voted by (1) filing
with the Secretary of the Company, at the address of the Company set forth on
the cover page of this Proxy Statement, written notice of such revocation; (2)
executing a later-dated proxy which is received by the Company prior to the
Annual Meeting; or (3) attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will not, in and of
itself, constitute revocation of a proxy.
Only shareholders of the Company of record at the close of business on
March 10, 2000 (the "Record Date") are entitled to receive notice of, and to
vote at, the Annual Meeting and any adjournment(s) thereof. At the close of
business on the Record Date, 4,140,718 common shares were outstanding and
entitled to vote. Each common share of the Company entitles the holder thereof
to one vote on each matter to be submitted to shareholders at the Annual
Meeting. A quorum for the Annual Meeting is a majority of the outstanding common
shares.
Common shares represented by signed proxies that are returned to the
Company will be counted toward the quorum in all matters even though they are
marked "Abstain," "Against" or "Withhold Authority" on one or more or all
matters or they are not marked at all. Broker/dealers who hold their customers'
common shares in street name may, under the applicable rules of the
self-regulatory organizations of which the broker/dealers are members, sign and
submit proxies for such common shares and may vote such common shares on routine
matters, which, under such rules, typically include the election of directors,
but broker/dealers may not vote such common shares on other matters, which
typically include amendments to the articles of incorporation of a corporation
and the approval of certain stock compensation plans, without specific
instructions from the customer who owns such common shares. Proxies signed and
submitted by broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies count toward the establishment of a quorum.
<PAGE> 4
The Company will bear the costs of preparing and mailing this Proxy
Statement, the accompanying proxy and any other related materials and all other
costs incurred in connection with the solicitation of proxies on behalf of the
Board of Directors. Proxies will be solicited by mail and may be further
solicited, for no additional compensation, by officers, directors or employees
of the Company and its subsidiaries by further mailing, by telephone or by
personal contact. The Company will also pay the standard charges and expenses of
brokerage houses, voting trustees, banks, associations and other custodians,
nominees and fiduciaries, who are record holders of common shares not
beneficially owned by them, for forwarding such materials to and obtaining
proxies from the beneficial owners of such common shares.
The Annual Report to the Shareholders of the Company for the fiscal
year ended December 31, 1999 (the "1999 fiscal year") is enclosed herewith.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
As of the Record Date, no person or entity had beneficial ownership of
more than 5% of the outstanding common shares of the Company.
The following table sets forth, as of the Record Date, certain
information concerning the beneficial ownership of common shares by each
director of the Company, by each person nominated for election as a director of
the Company, by each of the executive officers named in the Summary Compensation
Table and by all current executive officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
Amount & Nature Common Shares Which Percent
Name of of Beneficial Can Be Acquired Upon of
Beneficial Owner Ownership (1) Exercise of Options Total Class (2)
---------------- ------------- ------------------- ----- --------
(Exercisable within 60 Days)
<S> <C> <C> <C> <C>
Richard C. Burrows 37,028(3) 1,350 38,378 (4)
John R. Compo 34,123(5) 1,350 35,473 (4)
Robert W. Constien 19,822 2,700 22,522 (4)
John Fahl 1,062 1,350 2,412 (4)
Robert A. Fawcett, Jr 4,595 1,350 5,945 (4)
Richard Z. Graham 34,185(6) 1,350 35,535 (4)
Eric C. Hench 12,996(7) 1,350 14,346 (4)
Kenneth A. Joyce 2,105 2,700 4,805 (4)
W. Scott Muir 2,392 1,350 3,742 (4)
Mark A. Soukup 3,060 2,700 5,760 (4)
Steven D. VanDemark 8,603(8) 1,800 10,403 (4)
J. Michael Walz, D.D.S 20,330(9) 1,350 21,680 (4)
Richard C. Warrener 2,827 2,700 5,527 (4)
Thomas C. Williams 4,440 6,750 11,190 (4)
All current executive officers
and directors as a group (17 260,198(10) 6.28%
persons)
</TABLE>
(1) Unless otherwise noted, the beneficial owner has sole voting and investment
power with respect to all of the common shares reflected in the table.
2
<PAGE> 5
(2) The percent of class is based upon 4,140,718 common shares outstanding on
the Record Date.
(3) Does not include 6,248 common shares held in a trust for the benefit of the
wife of Mr. Burrows as to which she exercises sole voting and investment
power.
(4) Reflects ownership of less than 1% of the outstanding common shares of the
Company.
(5) Does not include 2,500 common shares held in Mr. Compo's wife name, as to
which she exercises sole voting and investment power.
(6) Includes 33,720 common shares held by the Graham I LTD Investment Trust, as
to which he shares voting and investment power and 365 common shares held
in the Richard Z. Graham Revocable Trust, as to which he exercises sole
voting and investment power.
(7) Includes 12,657 common shares held by the Eric C. Hench Agency Trust as to
which Mr. Hench has sole voting and investment power.
(8) Includes 3,982 common shares held jointly by Mr. VanDemark and his wife, as
to which he exercises shared voting and investment power. Also includes
3,750 common shares held in the names of Mr. VanDemark's children for which
Mr. VanDemark is custodian.
(9) Does not include 188 common shares held in IRA for the benefit of the wife
of Dr. Walz, as to which she exercises sole voting and investment power.
Includes 746 common shares held jointly by Dr. Walz and his wife, as to
which Dr. Walz exercises shared voting and investment power, and 19,138
common shares held in the Krouse Evans Inc. Profit Sharing Plan, as to
which Dr. Walz exercises shared voting and investment power with Reliance
Financial Services, N.A.
(10) Includes common shares jointly held by executive officers and directors and
other persons. Also includes an aggregate of 77,052 common shares allocated
to the respective accounts of executive officers of the Company in the
Employee Stock Ownership Plan ("ESOP"). Does not include common shares held
by wives of executive officers and directors if such wives exercise sole
voting and investment powers.
To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations that no other
reports were required during the 1999 fiscal year, all filing requirements
applicable to officers, directors and owners of more than 10% of the outstanding
common shares of the Company under Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), were complied with.
ELECTION OF DIRECTORS
---------------------
In accordance with Article FIFTH of the Amended Articles of Incorporation
of the Company (the "Amended Articles") and Section 2.02 of the Amended
Regulations of the Company (the "Amended Regulations"), two (2) directors are to
be elected for terms of three (3) years each and until their respective
successors are elected and qualified. The two directors standing for election as
directors of the Company are J. Michael Walz, D.D.S. and Thomas C. Williams.
Richard Z. Graham, whose term as a director of the Company will expire at the
Annual Meeting, will not stand for reelection due to his retirement from the
Board of Directors. Mr. Graham has served on the Board of Directors of the
Company since 1984 and the Company is extremely grateful to him for his loyal
service.
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<PAGE> 6
It is the intention of the persons named in the accompanying proxy to
vote the common shares represented by the proxies received pursuant to this
solicitation for the nominees named below who have been designated by the Board
of Directors, unless otherwise instructed on the proxy.
The following table gives certain information concerning each nominee
for election as a director of the Company. Unless otherwise indicated, each
person has held his principal occupation for more than five years.
<TABLE>
<CAPTION>
Director of the
Position(s) Held with the Company Nominee
Company and its Subsidiaries Continuously for Term
Nominee Age and Principal Occupation(s) Since Expiring In
- ------- --- ------------------------------- ----------------- ------------
<S> <C> <C> <C> <C>
J. Michael Walz, D.D.S. 56 General Dentist in Defiance, Ohio; 1992 2003
Director of State Bank; Director of
RFS.
Thomas C. Williams 51 President and Chief Executive 1995 2003
Officer of the Company since June,
1995; President and Chief Executive
Officer of State Bank, June 1995 to
August 1996; President of
FirstMerit Bank, FSB, Clearwater,
Florida, from 1994 to June, 1995;
Senior Vice President and Managing
Officer of the Northern Region of The
First National Bank of Ohio,
Cleveland, Ohio, from 1990 to 1994;
Director of State Bank; Director of
RDSI; Director of Peoples; Director
of Rurban Life; Director of RFS;
Director of RMC.
</TABLE>
While it is contemplated that all nominees will stand for election, if
one or more of the nominees at the time of the Annual Meeting should be
unavailable or unable to serve as a candidate for election as a director of the
Company, the proxies reserve full discretion to vote the common shares
represented by the proxies for the election of the remaining nominees and any
substitute nominee(s) designated by the Board of Directors. The Board of
Directors knows of no reason why any of the above-mentioned persons will be
unavailable or unable to serve if elected to the Board. Under Ohio law and the
Company's Regulations, the two nominees receiving the greatest number of votes
will be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE NOMINEES.
The following table gives certain information concerning the current
directors whose terms will continue after the Annual Meeting. Unless otherwise
indicated, each person has held his principal occupation for more than five
years.
4
<PAGE> 7
<TABLE>
<CAPTION>
Director of the
Position(s) Held with the Company Term
Company and its Subsidiaries Continuously Expires
Name Age and Principal Occupation(s) Since In
- ---- --- ------------------------------- --------- -------
<S> <C> <C> <C> <C>
Richard C. Burrows 69 Vice Chairman of the Board of the 1983 2001
Company and of the State Bank from
June, 1995 to April 1996; President
and Chief Executive Officer of the
Company and of State Bank from 1985
to 1995; Director of RDSI ; Director
of State Bank; Director of RFS;
Director of RMC
Eric C. Hench 46 Chief Executive Officer of Sun 1997 2001
Management Services, Inc., holding
company of Chief & Rays Supermarkets,
Inc. since 1988; Director of RDSI from
1990 to October of 1997; Director of
State Bank
W. Scott Muir 69 Retired from Modine Manufacturing 1998 2001
Industrial Products, Division Manager;
Director of Citizens; Director of RFS.
Steven D. VanDemark 47 General Manager of Defiance Publishing 1991 2001
Company, Defiance, Ohio a newspaper
publisher; Chairman of the Board of
the Company; Chairman of the Board of
State Bank; Director of RDSI; Director
of RMC.
John R. Compo 55 Chairman of Board and President of 1987 2002
Compo Corporation, Defiance, Ohio, an
automotive parts manufacturer;
Director of State Bank and of Rurban
Life.
John Fahl 63 President, Tire Operations, since 1996 2002
1994, Vice President from 1978 to
1994, and a Director, of Cooper Tire &
Rubber Company Findlay, Ohio, a tire
and rubber manufacturing company;
Director of Peoples Bank.
Robert A. Fawcett, Jr. 58 Partner, Fawcett, Lammon, Recker and 1992 2002
Associates, Inc., Ottawa, Ohio, a
general insurance agency; President of
Fawcett Insurance Agency, Inc.,
Ottawa, Ohio, a general insurance
agency, from 1979 to 1993; Director of
Ottawa.
</TABLE>
There are no family relationships among any of the directors, nominees
for election as directors and executive officers of the Company.
5
<PAGE> 8
The Board of Directors of the Company held a total of 10 meetings
during the Company's 1999 fiscal year. Each incumbent director attended 75% or
more of the aggregate of the total number of meetings held by the Board of
Directors during the period he served as a director and the total number of
meetings held by all committees of the Board of Directors on which he served.
The Board of Directors of the Company has an Audit Committee comprised
of Richard C. Burrows, John R. Compo, Robert A. Fawcett, Jr., Richard Z. Graham,
and W. Scott Muir. In addition, Todd Taylor, a Director of RDSI and RMC serves
as an advisor to the Audit Committee. The function of the Audit Committee is to
review the adequacy of the Company's system of internal controls, to investigate
the scope and adequacy of the work of the Company's independent and internal
auditors and to recommend to the Board of Directors a firm of accountants to
serve as the Company's independent auditors. The Audit Committee met 4 times
during the l999 fiscal year.
The Board of Directors of the Company has an Executive Committee
comprised of John R. Compo, Robert A. Fawcett, Jr., Eric C. Hench, Steven D.
VanDemark, Thomas C. Williams and J. Michael Walz, D.D.S. The function of the
Executive Committee is to act on behalf of the Board of Directors between
regularly scheduled meetings of the Board of Directors. The Executive Committee
met once during the l999 fiscal year.
The Board of Directors of the Company has a Directors' Committee
comprised of Richard C. Burrows, Robert A. Fawcett, Jr., Richard Z. Graham, W.
Scott Muir, J. Michael Walz, D.D.S., and Thomas C. Williams. In addition, Scott
Weasel, a Director of Peoples Bank serves as an advisor to the Directors'
Committee. The function of the Directors' Committee is to identify and recommend
to the Board of Directors of the Company and the respective Boards of Directors
of the Company's subsidiaries, candidates for positions as directors of the
Company and its subsidiaries. The Directors' Committee met once during the 1999
fiscal year.
The Board of Directors of the Company also has a Compensation Committee
comprised of John R. Compo, John Fahl, Eric C. Hench, Steven D. VanDemark and J.
Michael Walz, D.D.S. The function of the Compensation Committee is to review and
recommend to the Board of Directors of the Company the salary, bonus and other
cash compensation to be paid to, and the other benefits to be received by, the
President and Chief Executive Officer of the Company, Thomas C. Williams, and
the other executive officers of the Company. The Compensation Committee met a
total of 3 times during the l999 fiscal year.
The Board of Directors of the Company also has an Insurance Risk
Management Advisory Committee ("IRMAC") comprised of W. Scott Muir, Thomas C.
Williams and Robert A. Fawcett, Jr. In addition, Thomas Buis, a Director with
Peoples Bank, Thomas Costigan, an advisory board member of State Bank's
Cleveland Loan Production Office and James Stahl, a Director with Rurban Life,
serve as advisors to the IRMAC. The IRMAC did not meet during the 1999 fiscal
year.
During the 1998 fiscal year, the Board of Directors of the Company
established a Year 2000 Committee of Directors ("Y2K Director Committee") to
function through the end of fiscal year 1999. The Y2K Director Committee had
director representation from each of the subsidiary companies. This committee
was chaired by Richard C. Burrows. Its purpose was to assure effective director
oversight of the Company's Year 2000 (Y2K) preparations and to promote effective
communication of Y2K issues among directors, management and regulatory
authorities. The Y2K Director Committee met 10 times during the 1999 fiscal
year.
6
<PAGE> 9
TRANSACTIONS INVOLVING MANAGEMENT
---------------------------------
During the Company's 1999 fiscal year, the Company's subsidiaries
including State Bank, Peoples Bank, Ottawa, Citizens, RFS and RMC entered into
banking-related transactions, in the ordinary course of their respective
businesses, with certain executive officers and directors of the Company
(including certain executive officers of the Company's subsidiaries), members of
their immediate families and corporations or organizations with which they are
affiliated. It is expected that similar transactions will be entered into in the
future. Loans to such persons have been made on substantially the same terms,
including the interest rate charged and collateral required, as those prevailing
at the time for comparable transactions with persons not affiliated with the
Company or its subsidiaries. These loans have been, and are presently, subject
to no more than a normal risk of uncollectibility and present no other
unfavorable features. The amount of loans to directors and executive officers of
the Company (including certain executive officers of the Company's subsidiaries)
and their associates as a group at December 31, 1999, was $ 3,777,319. As of the
date hereof, all of such loans were performing loans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
Steven D. VanDemark, who is Chairman of the Board of the Company, is a
member of the Compensation Committee of the Company's Board of Directors. Other
members of the Company's Compensation Committee are John R. Compo, John Fahl, J.
Michael Walz, D.D.S. and Eric C. Hench, Chairman.
REPORT ON EXECUTIVE COMPENSATION
--------------------------------
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act, that might incorporate future filings, including this Proxy
Statement, in whole or in part, this Report and the performance graph set forth
on pages 17 and 18 shall not be incorporated by reference into any such filings.
Thomas C. Williams, President and Chief Executive Officer of the
Company, Mr. Richard C. Warrener, Executive Vice President and Chief Financial
Officer and Robert W. Constien, Executive Vice President of the Company and
Chief Executive Officer of RFS received compensation from the Company for
services rendered during the 1999 fiscal year as executive officers of the
Company.
Mark A. Soukup, President and Chief Executive Officer of State Bank,
was paid by State Bank for services rendered in his capacity as an executive
officer of State Bank during fiscal year 1999. Kenneth A. Joyce, Chairman and
Chief Executive Officer of RDSI and RMC, was paid by RDSI and RMC for services
rendered in his capacity as an executive officer of those companies during
fiscal year 1999.
Mr. Williams, Mr. Warrener, Mr. Constien, Mr. Soukup and Mr. Joyce
participate in the various compensation plans of the Company addressed below.
The Board of Directors has directed the Compensation Committee to
develop, implement and maintain an Executive Compensation Program that supports
the overall objectives and performance of the corporation; provides compensation
levels that enable the organization to attract, retain and reward competent
executive officers; and meets all regulatory requirements. The Compensation
Committee is comprised of five outside directors including, Steven D. VanDemark,
who also serves as Chairman of the Board of the Company, John R. Compo, John
Fahl, J. Michael Walz, D.D.S. and its Chairman, Eric C.
7
<PAGE> 10
Hench. The Compensation Committee reviews and recommends to the full Board the
salaries, bonuses and other cash compensation to be paid to, and the other
benefits to be received by, the executive officers of the Company. During 1999,
no compensation decisions by the Compensation Committee were modified or
rejected in any material way by the full Board. Although Thomas C. Williams and
Richard C. Warrener attended various meetings of the Compensation Committee at
the request of the members of that Committee during the 1999 fiscal year, they
did not vote on compensation matters brought before the Compensation Committee.
Compensation Policies Toward Executive Officers
- -----------------------------------------------
In determining the compensation of the executive officers of the
Company, the Compensation Committee has sought to create a compensation program
which is competitive with programs of a peer group of similar organizations and
that links compensation to financial performance, rewards above-average
corporate performance and recognizes individual contributions and achievements.
There are two components of the annual cash compensation program for the
executive officers of the Company: (1) a base salary component; and (2) an
incentive bonus component payable under the Rurban Financial Corp. Incentive
Compensation Plan (the "Company Bonus Plan") which directly links the bonus to
be paid to the financial performance of the Company.
The Compensation Committee utilized the services of L.R. Webber
Associates, Inc. ("Webber"), a regionally recognized independent compensation
consulting company, to review and to make recommendations regarding the
competitiveness and effectiveness of the Corporation's executive compensation
program. As part of that review, Webber was requested to review executive
compensation programs of banking organizations that shared one or more common
traits with the Corporation (such as asset size and geographic location). The
information and recommendations of Webber have been utilized by the Committee
and the Board of Directors.
Salaries
- --------
The determination of the base salaries of the executive officers of the
Company is based upon an overall evaluation of a number of factors, including a
subjective evaluation of individual performance, contributions to the Company
and its subsidiaries, experience and an analysis of how the Company's
compensation of its employees compares to compensation of individuals holding
comparable positions with bank holding companies of similar asset size and
complexity of operations. In addition, the determination of the base salaries of
Messrs. Soukup and Joyce also took into account the compensation of individuals
holding comparable positions with banks and bank data processing companies,
respectively. Peer group compensation was the primary factor in setting of the
salary of the executive officers of the Company. In 1997, the Compensation
Committee determined that executive officers base salaries were below peers.
Therefore, a plan was implemented in 1998 and 1999 to increase those salaries to
peer levels over a two year period.
The salary paid to Mr. Williams for services rendered in his capacities
as President and Chief Executive Officer of the Company during the 1999 fiscal
year was approved by the Compensation Committee on February 22, 1999, and
represented, on an annualized basis, an increase of 7.1% over the salary paid to
Mr. Williams with respect to the 1998 fiscal year.
Mr. Warrener was hired as an executive officer of the Company on
December 31, 1996. The salary paid to Mr. Warrener for services rendered in his
capacities as Executive Vice President and Chief Financial Officer of the
Company during the 1999 fiscal year represented an increase of 13.6% over the
salary paid to Mr. Warrener with respect to the 1998 fiscal year.
8
<PAGE> 11
The salary paid to Mr. Constien for services rendered in his capacities
as Executive Vice President of the Company and Chief Executive Officer of RFS
during the 1999 fiscal year represented, on an annualized basis, an increase of
11.5% over the salary paid to Mr. Constien with respect to the 1998 fiscal year.
The salary paid to Mr. Soukup for services rendered in his capacity as
President and Chief Executive Officer of State Bank during the 1999 fiscal year
represented, on an annualized basis, an increase of 4.7% over the salary paid to
Mr. Soukup with respect to the 1998 fiscal year.
The salary paid to Mr. Joyce for services rendered in his capacities as
Chairman and Chief Executive Officer of RDSI and RMC during the 1999 fiscal year
represented on an annualized basis, an increase of 9.8% over the salary paid to
Mr. Joyce with respect to the 1998 fiscal year.
Bonus Plans
- -----------
In 1999 a new incentive compensation plan was implemented, linking
executive officers' incentive compensation directly to the Company's return on
equity. This new plan is designed to better match incentive compensation to
shareholder value. It is the Committee's philosophy, over time, to increase the
"at-risk" portion of executive officer total compensation by directly linking a
greater percentage of executive officers' total compensation to the Company's
return on equity and thereby to shareholder value.
Under the 1999 Incentive Compensation Plan, the year-end bonus was
determined under a sliding scale based on the Company's return on equity
("ROE"). The determination of the amounts of bonuses to be paid and the payment
of such bonuses is made during the first quarter of the following fiscal year.
Under this bonus plan, Mr. Williams, Mr. Warrener, Mr. Constien, Mr. Soukup and
Mr. Joyce received bonuses equal to 35% of their respective base salaries. Mr.
Williams, Mr. Warrener, Mr. Constien, Mr. Joyce and Mr. Soukup received no
bonuses under the Company Bonus Plan with respect to the 1998 fiscal year as a
result of the Company's financial performance.
Other employees of the Company and subsidiaries are eligible to receive
bonuses under the Company Incentive Compensation Plan.
Stock Option Plan
- -----------------
On March 12, 1997, the Board of Directors of the Company adopted, the
Rurban Financial Corp. Stock Option Plan (the "Stock Option Plan") for directors
and officers of the Company and its subsidiaries (the "Key Employees"). The
Stock Option Plan was approved by the Company's shareholders at the April 28,
1997 Annual Meeting. The Stock Option Plan authorizes the granting of (i)
incentive stock options ("ISOs") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), (ii) non-qualified stock options
("NQSOs") and (iii) stock appreciation rights ("SARs") (ISOs and NQSOs are
sometimes referred to collectively herein as "Options"). The purpose of the
Stock Option Plan is to encourage Key Employees to acquire or increase and
retain a financial interest in the Company, to remain in the service of the
Company, and to put forth maximum efforts for the success of the Company, and to
enable the Company and its subsidiaries to compete effectively for the services
of potential employees and directors by furnishing an additional incentive to
join the service of the Company and its subsidiaries. The Stock Option Plan also
provides an incentive to Key Employees of the Company and its subsidiaries to
put forth a maximum effort to increase the value of the Company's
9
<PAGE> 12
common shares, because, under the Stock Option Plan, the exercise price of the
Options cannot be less than the fair market value of the common shares on the
date the Options are granted.
Options for approximately 7,000 of the Company's common shares were
granted to newly appointed directors, officers and employees of the Company
and/or its subsidiaries during 1999, however, no Options were granted to any of
the named executive officers listed in the summary compensation table of this
proxy statement.
Additional Compensation Plans
- -----------------------------
To enhance the long-term commitment of the officers and employees of
the Company and its subsidiaries, the Company adopted the Employee Stock
Ownership Plan ("ESOP") in 1985, and The Rurban Financial Corp. Savings Plan and
Trust (the "Savings Plan") in 1988. Mr. Williams, Mr. Warrener, Mr. Constien,
Mr. Soukup and Mr. Joyce as well as all officers and employees of the Company
and its subsidiaries who meet applicable eligibility criteria, may participate
in the ESOP and the Savings Plan.
Each year, the Company and each of its subsidiaries may contribute an
amount in cash and/or common shares of the Company to the ESOP which does not
exceed the amount of the annual net profits of the corporation making the
contribution. Pro rata allocations of amounts contributed by the Company or one
of its subsidiaries are made to the accounts of the participants in the ESOP.
The Company and its subsidiaries contributed an aggregate amount of $556,000 to
the ESOP with respect to the 1999 fiscal year. As of the date of this Proxy
Statement, no determination has been made as to the amount to be allocated to
the account of Mr. Williams, Mr. Constien, Mr. Warrener, Mr. Joyce and Mr.
Soukup under the ESOP with respect to the 1999 fiscal year.
Three types of contributions are contemplated under the Savings Plan:
(1) pre-tax elective deferral contributions by each participant in the Savings
Plan of a percentage of his or her annual compensation; (2) matching
contributions made by the Company or the corporation employing the Savings Plan
participant in cash in an amount determined by the Board of Directors of the
Company; and (3) qualified rollover contributions by a Savings Plan participant
from other qualified plans. The Board of Directors of the Company determined
that for 1999, the amount of the matching contributions to be made on behalf of
each participant in the Savings Plan would be 50% of the amount of such
participant's pre-tax elective deferral contributions, but only upon that
portion of his or her pre-tax elective deferral contributions which did not
exceed 6% of his or her annual compensation. Matching contributions in the
amount of $5,977, $4,572, $4,447, $2,787 and $3,928 were made on behalf of Mr.
Williams, Mr. Constien, Mr. Soukup, Mr. Joyce and Mr. Warrener, respectively, to
match their respective 1999 pre-tax elective deferral contributions made to the
Savings Plan.
Submitted by the Compensation Committee of the Company's Board of Directors:
John R. Compo, John Fahl, Steven D. VanDemark, J. Michael Walz, D.D.S. & Eric C.
Hench, Chairman
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary of Cash and Certain Other Compensation
- ----------------------------------------------
The following table shows, for the last three years, the cash
compensation paid by the Company and its subsidiaries, as well as certain other
compensation paid or earned for those years, to Thomas C.
10
<PAGE> 13
Williams, the Company's President and Chief Executive Officer, Richard C.
Warrener, Executive Vice President and Chief Financial Officer of the Company,
Robert W. Constien, Executive Vice President of the Company and Chief Executive
Officer of RFS, Mark A. Soukup, President and Chief Executive Officer of State
Bank and Kenneth A. Joyce, Chairman and Chief Executive officer of RDSI and RMC.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Awards
------
Name and Securities Underlying All Other
Principal Position Year Salary($)(1) Bonus($) Options(#) Compensation ($)
- ------------------ ---- ------------ -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Thomas C. Williams, 1999 $225,000 $78,750 0 $24,901(2)
President and Chief 1998 $210,125 $0 3,750 $43,194(2)
Executive Officer of the 1997 $187,711 $50,500 15,000 $31,187(2)
Company
Richard C. Warrener, 1999 $125,000 $43,750 0 $11,293(3)
Executive Vice President 1998 $110,000 $0 1,500 $25,128(3)
and Chief Financial Officer 1997 $ 90,000 $35,500 6,000 $14,967(3)
of the Company
Robert W. Constien, 1999 $145,000 $50,750 0 $11,963(4)
Executive Vice President of 1998 $130,000 $0 1,500 $33,916(4)
the Company and CEO of RFS 1997 $117,000 $30,500 6,000 $16,907(4)
Mark A. Soukup, President 1999 $145,000 $50,750 0 $ 8,015(5)
and Chief Executive Officer 1998 $138,500 $0 1,500 $22,092(5)
of State Bank 1997 $111,000 $30,500 6,000 $17,519(5)
Kenneth A. Joyce, Chairman 1999 $145,000 $50,750 0 $ 2,302(7)
and Chief Executive Officer 1998 $132,000 $0 1,500 $15,076(7)
of RDSI and RMC(6) 1997 $ 47,058 $13,500 6,000 $0
</TABLE>
(1) "Salary" includes (a) for Mr. Williams, fees received during 1998 and
1997 as a director of the Company and its subsidiaries in the amounts
of $45,125 and $37,225, respectively, (b) for Mr. Constien, fees
received during 1998 and 1997 as a director of State Bank and RFS in
the amounts of $15,000, and $12,000, respectively, (c) for Mr. Soukup
fees received during 1998 and 1997 as a director of State Bank, RFS and
RDSI in the amounts of $28,500 and $11,000, respectively, and (d) for
Mr. Joyce fees received during 1998 and 1997 as a director of RMC and
RDSI in the amounts of $12,000 and $1,500, respectively. In 1999, base
salaries were adjusted and the payment of director fees to executive
officers was discontinued.
11
<PAGE> 14
(2) "All Other Compensation" for fiscal years 1999, 1998 and 1997 includes:
(i) a contribution of $5,977, $5,000 and $4,750, respectively, to the
Savings Plan on behalf of Mr. Williams to match 1999, 1998 and 1997
pre-tax elective deferral contributions (included under "Salary") made
by him to the Savings Plan, (ii) payments of $12,797, $12,658 and
$12,407, respectively, during fiscal years 1999, 1998 and 1997
representing the grossed-up premiums for a life insurance policy which
Mr. Williams personally owns, (iii) for fiscal years 1999, 1998 and
1997, payments of $1,704, $1,613 and $974, respectively, which
represent the premiums paid on Mr. Williams' behalf for a group term
life insurance policy which has a death benefit equal to 200% of Mr.
Williams' annual salary less $50,000 and (iv) $750, $2,525 and $234
received by Mr. Williams from the Company during fiscal years 1999,
1998 and 1997, respectively, as an automobile allowance. The amounts
allocated to the account of Mr. Williams under the ESOP for 1998 and
1997 were $11,380 and $12,822, respectively. The amount to be allocated
to the account of Mr. Williams under the ESOP with respect to fiscal
year 1999 has not been determined as of the date of this Proxy
Statement.
(3) "All Other Compensation" for 1999, 1998 and 1997 includes (i) a
recruiting bonus of $10,705 in 1997, (ii) in 1999 and 1998, a
contribution of $3,928 and $4,617 to the Savings Plan on behalf of Mr.
Warrener to match pre-tax elective deferral contributions (included
under "Salary") made by him to the Savings Plan, (iii) in 1999, 1998
and 1997, $1,416, $864 and $749, respectively, which represent the
premiums paid on Mr. Warrener's behalf for a group term life insurance
policy which has a death benefit equal to 200% of Mr. Warrener's annual
salary less $50,000 and (iv) $5,449, $4,931 and $3,513 received by Mr.
Warrener from the Company during fiscal years 1999, 1998 and 1997,
respectively, as automobile allowances. The amount allocated to the
account of Mr. Warrener under the ESOP for 1998 was $10,755. Mr.
Warrener was not eligible to participate in either the Savings Plan or
the ESOP during the 1997 fiscal year. The amount to be allocated to the
account of Mr. Warrener under the ESOP with respect to fiscal year 1999
has not been determined as of the date of this Proxy Statement.
(4) "All Other Compensation" for 1999, 1998 and 1997 includes (i)
contributions of $4,572, $4,877 and $4,008, respectively, to the
Savings Plan on behalf of Mr. Constien to match 1999, 1998 and 1997
pre-tax elective deferral contributions (included under "Salary") made
by him to the Savings Plan, (ii) payments of $128 and $82 which
represent the premiums which were paid on behalf of Mr. Constien in
1998 and 1997, respectively, under a group term life insurance policy
which has a death benefit payable thereunder equal to approximately
200% of Mr. Constien's annual salary less $50,000 and (iii) $4,497,
$5,007 and $3,111 received by Mr. Constien from the Company during
fiscal years 1999, 1998 and 1997, respectively, as an automobile
allowance. The amounts allocated to the account of Mr. Constien under
the ESOP for 1998 and 1997 were $11,346 and $9,706 respectively. The
amount to be allocated to the account of Mr. Constien under the ESOP
with respect to fiscal year 1999 has not been determined as of the date
of this Proxy Statement.
(5) "All Other Compensation" for 1999, 1998 and 1997 includes (i) a
contribution of $4,447, $3,738 and $3,052, respectively, to the Savings
Plan on behalf of Mr. Soukup to match 1999, 1998 and 1997 pre-tax
elective deferral contributions (included under "Salary") made by him
to the Savings Plan, (ii) payments of $324, $347 and $306 which
represent the premiums which were paid on Mr. Soukup's behalf in 1999,
1998 and 1997, respectively, under a group term life insurance policy
which has a death benefit payable thereunder equal to approximately
200% of Mr. Soukup's annual salary less $50,000 and (iii) $1,829,
$1,292 and $3,816 received by Mr. Soukup from the Company during fiscal
years 1999, 1998 and 1997, respectively, as an automobile allowance.
The amounts allocated to the account of Mr. Soukup under the ESOP for
12
<PAGE> 15
1998 and 1997 were $10,445 and $10,345, respectively. The amount to be
allocated to the account of Mr. Soukup under the ESOP with respect to
fiscal year 1999 has not been determined as of the date of this Proxy
Statement.
(6) Mr. Joyce's employment with RDSI commenced on October 3, 1997 and with
RMC on June 16, 1997.
(7) "All Other Compensation" for 1999, 1998 and 1997 includes (i) a
contribution of $2,787 and $2,048 to the Savings Plan on behalf of Mr.
Joyce to match 1999 and 1998 pre-tax elective deferral contributions
(included under "Salary") made by him to the Savings Plan, (ii) a
payment of $1,022 and $1,094 which represents the premium paid on Mr.
Joyce's behalf in 1999 and 1998, respectively, under a group term life
insurance policy which has a death benefit payable thereunder equal to
approximately 200% of Mr. Joyce's annual salary less $50,000 and (iii)
$2,185 and $3,640 was received by Mr. Joyce from the Company during
fiscal year 1999 and 1998, respectively, as an automobile allowance.
The amount allocated to the account of Mr. Joyce under the ESOP for
1998 was $4,448. Mr. Joyce was not eligible to participate in either
the Savings Plan or the ESOP during the 1997 fiscal year. The amount to
be allocated to the account of Mr. Joyce under the ESOP with respect to
fiscal year 1999 has not been determined as of the date of this Proxy
Statement.
Option Exercises and Holdings
- -----------------------------
The following table sets forth information with respect to Options
exercised during, and unexercised Options held as of the end of, the 1998 fiscal
year by each of the executive officers named in the Summary Compensation Table.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Number of Underlying Unexercised In-the-Money
Securities Value Options at FY-End (#) Options at FY-End($)(1)
Underlying ---------------------- -----------------------
Options Exercised Realized($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Williams 0 $0 6,750 12,000 $0 $0
Richard C. Warrener 0 $0 2,700 4,800 $0 $0
Robert W. Constien 0 $0 2,700 4,800 $0 $0
Mark A. Soukup 0 $0 2,700 4,800 $0 $0
Kenneth A. Joyce 0 $0 2,700 4,800 $0 $0
</TABLE>
- ----------
(1) "Value of Unexercised In-the-Money Options at FY-End" is based upon
the fair market value of the Company's common shares on December 31, 1999
($13.50) less the exercise price of the options at the end of the 1999 fiscal
year.
Salary Continuation Agreements
- ------------------------------
The Company has entered into Executive Salary Continuation
Agreements (the "Agreements") with Thomas C. Williams, President and Chief
Executive Officer of the Company, on
13
<PAGE> 16
October 11, 1995, Richard C. Warrener, the Executive Vice President and Chief
Financial Officer, on January 1, 1998, Robert W. Constien, Executive Vice
President of the Company and Chief Executive Officer of RFS, on October 16,
1995, Mark E. Rowland, Senior Vice President and Senior Lender of the Company,
on January 1, 1998 and Edward L. Yoder, Executive Vice President of State Bank,
on October 16, 1995. Under the Agreements, if the executive officer remains in
the continuous employment of the Company until the first December 31st after his
65th birthday (unless by action of the Board of Directors of the Company, his
period of active employment with the Company for purposes of the Agreement is
shortened or extended), he is to retire as of that date. Upon such retirement,
such executive officer (and, upon his death, his designated beneficiary) will be
entitled to receive an annual benefit equal to 15% of his annual base salary as
in effect immediately prior to his retirement in equal monthly installments (of
1/12th of the annual benefit) for a period of 180 months. If the executive
officer dies while actively employed by the Company prior to his retirement, the
Company will pay an annual benefit equal to 15% of his annual base salary as in
effect immediately prior to his death in equal monthly installments (of 1/12th
of the annual benefit) for a period of 180 months to his designated beneficiary.
In the event that the executive officer's employment is terminated as a result
of his voluntary action, the Agreement will terminate immediately on the date of
such termination of employment and the Company will pay to such executive
officer as severance compensation monthly for fifteen years an amount of money
on an annual basis equal to: (a) 5% of such executive officer's annual base
salary as in effect immediately prior to the date of his termination of
employment, if, at the termination date, such executive officer is between age
55 and 60; (b) 10% of such annual base salary if, at the termination date, such
executive officer is between age 60 and 65; and (c) 15% of such annual base
salary if (i) at the termination date, such executive officer is age 65 or over;
(ii) such termination of employment occurs after there has been a change in
control of the ownership of the Company; or (iii) such termination of employment
occurs after the Company merges or consolidates with another company or
organization, permits its business activities to be taken over by another
organization, ceases its business activities or terminates its existence. If the
Company discharges the executive officer for cause, no compensation will be
payable to him under the terms of the Agreement. The executive officer will not
receive any benefits under the Agreement if he engages in any activity that
directly or indirectly competes with the Company's interest, within 25 miles of
any office of the Company and its subsidiaries existing at the time of his
retirement or termination of employment. The payment of the benefits
contemplated by the Agreement will be accelerated if, after such executive
officer's retirement, the leverage capital ratio and/or the risk-based capital
ratio of the Company fall below the minimum ratios established by the Company's
regulatory authority for well-capitalized bank holding companies and/or the
Company fails to have net income in any two successive fiscal years.
On August 30, 1996, State Bank entered into an Executive Salary
Continuation Agreement with Mark A. Soukup and on January 1, 1998, RMC entered
into an Executive Salary Continuation Agreement with Kenneth A. Joyce, both of
which Agreements have terms substantially the same as the terms of the
Agreements described above between the Company and Mr. Williams, Mr. Warrener,
Mr. Constien , Mr. Rowland and Mr. Yoder.
Directors' Compensation
- -----------------------
During the 1999 fiscal year, each outside director of the Company who
served the entire year received an annual retainer of $9,000.
Mr. Steven D. VanDemark, who serves as the Chairman of the Board of
Directors of the Company, received an additional $12,000 during the 1999 fiscal
year for his services as Chairman of the Board of Directors of the Company.
14
<PAGE> 17
Rurban Financial Corp. Plan to Allow Directors to Elect to Defer Compensation
- -----------------------------------------------------------------------------
On March 12, 1997, the Board of Directors of the Company adopted the
Rurban Financial Corp. Plan to Allow Directors to Elect to Defer Compensation
(the "Deferred Compensation Plan"). The purpose of the Plan is to advance the
interests of the Company and its shareholders by allowing the directors of the
Company and the directors of any of the Company's subsidiaries an opportunity to
elect to defer payment of all or a portion of their compensation received for
their services as directors. The annual directors' fees to be received by the
directors of the Company and the directors of the Company's subsidiaries will
not be increased as a result of the adoption of the Deferred Compensation Plan.
PERFORMANCE GRAPH
-----------------
Set forth on the following page is a line graph comparing the yearly
percentage change in the Company's cumulative total shareholder return on its
common shares with an index for the NASDAQ Stock Market (U.S. Companies)
comprised of all domestic common shares traded on the NASDAQ National Market
System and the NASDAQ Small-Cap Market and an index for NASDAQ Bank Stocks
comprised of all depository institutions (SIC Code #602) and holding and other
investment companies (SIC Code #671) that are traded on the NASDAQ National
Market System and the NASDAQ Small-Cap Market ("NASDAQ Bank Stocks") for the
five-year period ended December 31, 1999.
RURBAN FINANCIAL CORP.
PROXY GRAPH DATA POINTS
12/31/99
NASDAQ
STOCK MARKET
RURBAN NASDAQ BANK (U.S.
YEAR FINANCIAL CORP STOCKS COMPANIES) S&P 500
1994 100.00 100.00 100.00 100.00
1995 127.52 149.00 141.34 137.59
1996 134.86 196.73 173.89 169.48
1997 133.21 329.39 213.07 226.14
1998 155.10 327.12 300.25 291.80
1999 127.35 314.42 542.43 353.74
15
<PAGE> 18
SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING
-------------------------
Any qualified shareholder who desires to present a proposal for
consideration at the 2001 Annual Meeting of Shareholders must submit the
proposal in writing to the Company. If the proposal is received by the Company
on or before November 27, 2000, and otherwise meets the requirements of
applicable state and federal law, it will be included in the proxy statement and
form of proxy of the Company relating to its 2001 Annual Meeting of
Shareholders. If a shareholder intends to present a proposal at the 2001 Annual
Meeting, but has not sought the inclusion of such proposal in the Company's
proxy materials, such proposal must be received by the Company prior to February
14, 2001, or the Company's management proxies for the 2001 Annual Meeting will
be entitled to use their discretionary voting authority should such proposal
then be raised, without any discussion of the matter in the Company's proxy
materials.
NOTIFICATION OF APPOINTMENT
---------------------------
OF INDEPENDENT AUDITORS
-----------------------
The Board of Directors of the Company intends to appoint the firm of
Crowe, Chizek and Company LLP to serve as independent auditors for the Company
for the 2000 fiscal year. That firm has served as independent auditors for the
Company since 1988. The board of directors expects that representatives of
Crowe, Chizek and Company LLP will be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
OTHER MATTERS
-------------
As of the date of this Proxy Statement, the Board of Directors knows of
no other business to be presented for action by the shareholders at the 2000
Annual Meeting of Shareholders other than as set forth in this Proxy Statement.
However, if any other matter is properly presented at the Annual Meeting, or at
any adjournment(s) thereof, it is intended that the persons named as proxies in
the enclosed proxy may vote the common shares represented by such proxy on such
matters in accordance with their best judgment in light of the conditions then
prevailing.
IT IS IMPORTANT THAT PROXIES BE VOTED AND RETURNED PROMPTLY. EVEN IF
YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE FILL IN, DATE, SIGN AND
RETURN THE PROXY PROMPTLY. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON IF YOU WISH TO DO SO.
March 24, 2000 By Order of the Board of Directors,
/s/ Thomas C. Williams
----------------------------------
Thomas C. Williams, President
and Chief Executive Officer
16
<PAGE> 19
<TABLE>
<CAPTION>
- -------
X PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE RURBAN FINANCIAL CORP.
- -------
<S> <C>
For
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS 1. To elect two (2) directors to With- All
TO BE HELD ON APRIL 24, 2000 serve for terms of three years each: For hold Except
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS J. Michael Walz Thomas C. Williams -------- -------- -------
-------- -------- -------
The undersigned holder(s) of common shares of Rurban INSTRUCTION: To withhold authority to veto for any individual
Financial Corp. (the "Company") hereby constitutes and nominee, mark "For All Except" and write that nominee's name
appoints Thomas C. Williams and Richard C. Warrener, or either in the space provided below.
of them, the Proxy or Proxies of the undersigned, with full
power of substitution, to attend the Annual Meeting of ---------------------------------------------------------------
Shareholders of the Company (the "Annual Meeting") to be held
on Monday, April 24, 2000, in the banquet room at the Serrick 2. In their discretion, the Proxies are authorized to vote
Center located at The Defiance College, 701 N. Clinton St., upon such other matters as may properly come before the Annual
Defiance, Ohio at 10:30 A.M., local time, and any Meeting or any adjournment(s) thereof.
adjournment(s) thereof, and to vote all of the common shares
of the Company which the undersigned is entitled to vote at WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED
such Annual Meeting or at any adjournment(s) thereof: BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE COMMON
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF THE
COMPANY. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF OR IF A NOMINEE
FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE COMMON
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE
DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
Please be sure to sign and date ------------------- ALL PROXIES PREVIOUSLY GIVEN OR EXECUTED BY THE UNDERSIGNED
this Proxy in the box below. Date ARE HEREBY REVOKED. The undersigned acknowledges receipt of
the accompanying Notice of Annual Meeting to shareholders and
------------------- Proxy Statement for the April 24, 2000 and the Annual Report to
Shareholders for the fiscal year ended December 31, 1999.
- --------------------------------------------------------------- Please sign exactly as your name appears hereon. When common
shares are registered in two names, both shareholders should
sign. When signing as executor, administrator, trustee,
guardian, attorney or agent, please give full title as such. If
shareholder is a corporation, please sign in full corporate
name by President or other authorized officer. If shareholder
is a partnership, please sign in partnership name by authorized
---Shareholder sign above---Co-holder (if any) sign above)--- person. (Please note any change of address on this proxy.)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
RURBAN FINANCIAL CORP.
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RURBAN FINANCIAL CORP. IT IS IMPORTANT THAT PROXIES BE VOTED AND
RETURNED PROMPTLY. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE FILL IN, DATE, SIGN AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED SELF-ADDRESSED ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
WISH TO DO SO.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
