Stock Purchase Agreement

Exhibit 10.5

SCHEDULE A
TO
EXHIBIT 10.4

     Rurban Financial Corp. (the “Registrant”) has entered into First Amendments to Change in Control Agreements with the executive officers of the Registrant identified below, which First Amendments to Change in Control Agreements are substantially identical to the First Amendment to Change in Control Agreement, executed May 17, 2006 and effective as of March 1, 2006, by and between the Registrant and Duane L. Sinn, Executive Vice President and Chief Financial Officer of the Registrant, a copy of which was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (the “June 30, 2006 Form 10-Q”).

     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 First Amendments to Change in Control Agreements similar to that included as Exhibit 10.4 to the June 30, 2006 Form 10-Q:

		Current Offices Held with		Effective Date		Execution Date
Name		the Registrant and its Subsidiaries		of Agreement		of Agreement
Henry R. Thiemann		President, Chief Executive Officer and Director of Exchange Bank; President, Chief Executive Officer and Director of RFCBC, Inc.		March 1, 2006*		May 19, 2006
Mark A. Klein		President, Chief Executive Officer and Director of The State Bank and Trust Company		March 1, 2006		May 30, 2006