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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
Filed by the Registrant [X]
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[ ] 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 to Rule 14a-11(c) or Rule 14a-12.
RURBAN FINANCIAL CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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The performance graph included in the company's proxy materials dated April 30,
2002 relating to the Annual Meeting of Shareholders and previously mailed to the
company's shareholders inadvertently included the S&P 500 index rather than the
Nasdaq Bank Stocks index. The performance graph set forth below has been revised
to replace the S&P 500 index with the Nasdaq Bank Stocks Index.
PERFORMANCE GRAPH
Set forth on this 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, 2001.
Comparison of Five-Year Cumulative Total Return
Rurban Financial Corp., NASDAQ Bank Stocks, and
NASDAQ Stock Market (U.S. Companies)
NASDAQ
Stock Market
Rurban NASDAQ Bank (U.S.
Year Financial Corp Stocks Companies)
---- -------------- ----------- ------------
1996 100.00 100.00 100.00
1997 94.04 167.41 122.48
1998 109.50 166.33 172.68
1999 89.91 159.89 320.89
2000 89.89 182.38 193.01
2001 114.04 197.44 153.15
Return based on $100 invested on December 31, 1996 and the reinvestment of
dividends. All market values used in determining the return have been restated
for stock splits and stock dividends.