AGREEMENT AND PLAN OF MERGER

Exhibit 2.4

AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 31 ^st day of December, 2006, by and among The State Bank and Trust Company, an Ohio state-chartered bank located at 401 Clinton Street, Defiance, Ohio 43512 (“State Bank”); The Exchange Bank, an Ohio state-chartered bank located at 235 Main Street, Luckey, Ohio 43443 (“Exchange Bank”); and Reliance Financial Services, N.A., a national banking association located at 401 Clinton Street, Defiance, Ohio 43512 (“Reliance”). State Bank, Exchange Bank and Reliance are hereinafter sometimes collectively referred to as the “Constituent Banks.”

R E C I T A L S :

      WHEREAS , the authorized capital stock of State Bank consists of 300,000 shares of common stock, $10.00 par value per share, of which 300,000 shares are issued and outstanding and are owned of record by Rurban Financial Corp., an Ohio corporation (“Rurban”);

      WHEREAS , the authorized capital stock of Exchange Bank consists of 125,000 shares of common stock, $20.00 par value per share, of which 125,000 shares are issued and outstanding and are owned of record by Rurban;

      WHEREAS , the authorized capital stock of Reliance consists of 250,000 shares of common stock, $1.00 par value per share, of which 250,000 shares are issued and outstanding and are owned of record by State Bank;

      WHEREAS , the Boards of Directors of the Constituent Banks have determined that it is advisable and in the best interests of their respective banks and their shareholders that Exchange Bank and Reliance be merged with and into State Bank upon the terms and subject to the conditions of this Agreement (the “Merger”); and

      WHEREAS , the Boards of Directors of the Constituent Banks have each authorized and approved this Agreement by resolutions duly adopted by them;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties herein contained, it is hereby agreed by the parties hereto that the terms of the Merger, and the mode of carrying the Merger into effect, shall be as follows:

ARTICLE I
The Merger

           Section 1.01 . At the Effective Time (as defined in Section 4.01 below), Exchange Bank and Reliance shall each merge with and into State Bank under the state banking charter of State Bank (the “Merger”). State Bank shall be the continuing and surviving bank in the Merger (hereinafter referred to as the “Surviving Bank”), and shall be the only one of the Constituent Banks to continue its separate corporate existence after the Effective Time.

           Section 1.02 . The name of the Surviving Bank shall be “The State Bank and Trust Company.”

           Section 1.03 . The principal office of the Surviving Bank shall be located at 401 Clinton Street, Defiance, Ohio 43512.

           Section 1.04 . The purpose or purposes of the Surviving Bank shall be as set forth in the Articles of Incorporation of State Bank as in effect immediately before the Effective Time and attached hereto as Attachment A .

           Section 1.05 . The authorized capital of the Surviving Bank shall consist of 300,000 shares of common stock, $10.00 par value per share.

           Section 1.06 . The Articles of Incorporation of State Bank as in effect immediately before the Effective Time and attached hereto as Attachment A shall be the Articles of Incorporation of the Surviving Bank until amended in accordance with law.

          Section 1.07. The Code of Regulations of State Bank as in effect immediately before the Effective Time and attached hereto as Attachment B shall be the Code of Regulations of the Surviving Bank until amended in accordance with law.

           Section 1.08 . The following directors of State Bank immediately prior to the Effective Time shall serve as the directors of the Surviving Bank until the next annual meeting or until such time as their successors have been duly elected and qualified:

           Section 1.09 . The officers of State Bank immediately prior to the Effective Time shall serve as the officers of the Surviving Bank until changed in accordance with law.

ARTICLE 2
Conversion and Cancellation of Shares

           Section 2.01 . At the Effective Time and as a result of the Merger, automatically and without any further act of State Bank, Exchange Bank, Reliance, or the holders of State Bank, Exchange Bank or Reliance shares, the following shall occur:

ARTICLE III
Effects of the Merger

           Section 3.01 . On and after the Effective Time and as a result of the Merger, the separate existence of Exchange Bank and Reliance shall cease; provided, however, that whenever a conveyance, assignment, transfer, deed or other instrument or act is necessary to vest property or rights in the Surviving Bank, the officers of the Constituent Banks shall execute, acknowledge and deliver such instruments and do such acts.

           Section 3.02 . The status of State Bank as an Ohio state-chartered member bank shall be unaffected by the Merger. State Bank shall continue after the Effective Time subject to the statutory and administrative controls to which it was subject before the Effective Time.

           Section 3.03 . On and after the Effective Time, all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights and credits, owned by the Constituent Banks, or which would inure to any of them, shall immediately, by operation of law and without any conveyance or transfer and without any further act or deed, be vested in and become the property of the Surviving Bank, which shall have, hold and enjoy the same in its own right as fully and to the same extent as the same were possessed, held and enjoyed by the Constituent Banks before the Merger, and the Surviving Bank shall be deemed to be and shall be a continuation of the entity and identity of State Bank on and after the Effective Time.

           Section 3.04 . All of the rights and obligations of the Constituent Banks shall remain unimpaired, and the Surviving Bank shall succeed to all of such rights and obligations and the duties and liabilities connected therewith. Title to any real estate or any interest therein vested in any Constituent Bank shall not revert or in any way be impaired by reason of the Merger. Any claim existing, or action or proceeding pending, by or against any Constituent Bank, may be prosecuted to judgment with right of appeal, as if the Merger had not taken place, or the Surviving Bank may be substituted in its place.

           Section 3.05 . On and after the Effective Time, all the rights of creditors of each Constituent Bank shall be preserved unimpaired, and all liens on the property of any Constituent Bank shall be preserved unimpaired, on only the property affected by any such lien immediately prior to the Effective Time.

           Section 3.06 . By way of example of the effect of the provisions of this Article III and without limiting the generality of any other provision of this Article III, on and after the Effective Time, all deposit accounts of Exchange Bank shall be deemed issued in the name of the Surviving Bank in accordance with applicable regulations.

ARTICLE IV
Effective Time

           Section 4.01 . The Merger shall become effective at the date and time specified in the Certificate of Merger filed with the Ohio Secretary of State with respect to the Merger (the “Effective Time”); provided, however, that such filing shall not occur and the Merger shall not be effective until all of the following events have taken place: (a) the sole shareholders of State Bank, Exchange Bank and Reliance shall have each adopted and approved this Agreement; (b) the Merger shall have been approved by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Ohio Division of Financial Institutions (the “Division”) and any other regulatory authority required to approve the Merger under applicable law; (c) all applicable regulatory waiting periods shall have expired; and (d) the Certificate of

Merger with respect to the Merger shall have been executed and delivered to the Division for filing with the Ohio Secretary of State.

ARTICLE V
Miscellaneous

           Section 5.01 . This Agreement may be amended at any time prior to the Effective Time by an agreement in writing executed in the same manner as this Agreement.

           Section 5.02 . This Agreement may be terminated, and the Merger abandoned, at any time prior to the Effective Time by the mutual action of the Boards of Directors of State Bank, Exchange Bank and Reliance.

           Section 5.03 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the Constituent Banks have caused this Agreement and Plan of Merger to be duly executed by their authorized officers as of the day and year first above written.

ATTACHMENT A

Articles of Incorporation

See attached.

EXHIBIT “A”

AMENDED ARTICLES

OF

THE STATE BANK AND TRUST COMPANY

               FIRST. The name of said corporation shall be THE STATE BANK AND TRUST COMPANY

               SECOND. Said corporation is to be located at Defiance, in Defiance County, Ohio, and its principal business there transacted.

               THIRD. The purpose for which the corporation is formed is to conduct the business of a commercial bank, a savings bank, a trust company, a special plan bank, or a combination of two or more, or all, of such classes of business, and to let out safety deposit boxes and other receptacles by lease or otherwise, and to do all things necessary or incident thereto pursuant to the provisions of the General Code of Ohio and any and all acts amendatory or supplementary thereto.

               FOURTH. The maximum number of shares which the corporation is authorized to have outstanding shall be Three Hundred Thousand shares (300,000) of common stock of the par value of Ten Dollars ($10.00) each.

               FIFTH. These amended articles supersede the existing articles.

ATTACHMENT B

Code of Regulations

See attached.

ADOPTED 8/19/98

AMENDED AND RESTATED REGULATIONS

OF

THE STATE BANK AND TRUST COMPANY

INDEX

           ARTICLE ONE
           MEETINGS OF SHAREHOLDERS

           ARTICLE THREE
           OFFICERS

ADOPTED 8/19/98

AMENDED AND RESTATED CODE OF REGULATIONS

OF

THE STATE BANK AND TRUST COMPANY

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

                Section 1.01. Annual Meetings . The annual meeting of the shareholders for the election of directors, for the presentation of financial statements and for the transaction of such other business as may properly come before such meeting, shall be held on the fourth Monday in April in each year or on such other date as may be fixed from time to time by the directors.

                Section 1.02. Calling of Meetings . Meetings of the shareholders may be called only by the chairman of the board, the president, or, in case of the president’s absence, death, or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least 25% of all shares outstanding and entitled to vote thereat.

                Section 1.03. Place of Meetings . All meetings of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.

                Section 1.04. Notice of Meetings . (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by first-class mail not less than seven nor more than sixty days before the date of the meeting, (1) to

each shareholder of record entitled to vote at the meeting, (2) by or at the direction of the president, a vice-president, the secretary or any two directors. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation and shall be deemed to have been given when deposited in the mail. In computing the period of time for the giving of notice required, the date on which the notice is given shall be excluded, and the day of the meeting shall be included. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

               In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

               (B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within thirty days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

                Section 1.05. Waiver of Notice . Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.

                Section 1.06. Quorum . At any meeting of shareholders, the holders of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time, and if a quorum is present at such adjourned meeting any business may be transacted as if the meeting had been held as originally called.

                Section 1.07. Votes Required . At all elections of directors the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

                Section 1.08. Order of Business . The order of business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting.

                Section 1.09. Shareholders Entitled to Vote . Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders.

                Section 1.10. Proxies . At meetings of the shareholders any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholder, but such instrument shall be filed with the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven months after the date of its execution, unless the shareholder executing it shall have specified therein the length of time it is to continue in force.

                Section 1.11. Inspectors of Election . In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

ARTICLE TWO

DIRECTORS

                Section 2.01. Authority and Qualifications .

               (A) Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by its directors. Directors need not be shareholders of the corporation.

               (B) A majority of the directors shall be outside directors; provided, that if eighty per cent or more of any class of the corporation’s voting shares are owned by a company, a majority of the directors may be officers or directors of one or more affiliates (as defined in Section 1101.01(A) of the Ohio Revised Code, or any amended or successor provision thereto) of the corporation. In addition, a majority of the directors s