Good afternoon and welcome ladies and gentlemen to the Rurban Financial Corporation, Fourth Quarter 2008 Earnings Conference Call and webcast. At this time, I would like to inform you that this conference call is being recorded and that all participants are in a listen-only mode. We will open the conference up to the investment community for questions-and-answers following the presentation. I will now turn the conference over to Valda Colbart, Investor Relations Officer. Please go ahead, Valda.

Good afternoon, everyone. I would like to remind you that this conference call is being broadcast live over the Internet and will also be archived and available at our website, www.rurbanfinancial.net until February 12, 2009. Joining me today is Ken Joyce, Duane Sinn, Mark Klein, and Hank Thiemann. Before we get started, I would like to make our usual Safe Harbor statement and remind everyone that comments made during this conference call regarding Rurban’s anticipated future performance are forward-looking and therefore involve risk and uncertainties that could cause the results or developments to differ significantly from those indicated in these statements. These risks and uncertainties include but are not limited to risk and uncertainties inherent in general and local banking, insurance and mortgage conditions, competitive factors significant to markets in which the company and its subsidiaries operate. Future interest rate levels, changes in local real estate markets, legislative and regulatory decision or capital market conditions and other factors set forth in the company’s filings with the Securities and Exchange Commission. I will now turn the call over to Ken Joyce, President and CEO of Rurban Financial Corp. Ken?

Thank you Valda and welcome everyone to the fourth quarter 2008 webcast. Joining me today and presenting are Mark Klein, President and CEO of the State Bank and Trust Company; Hank Thiemann, President of RDSI, our Data and Item Processing Group and Duane Sinn, our Chief Financial Officer. Rurban Financial Corp. reported fourth quarter earnings of $1.33 million, which is a 47% improvement compared to the year ago quarter. Our earnings from the full-year of 2008 were $5.22 million this represents a 60% improvement over the $3.26 million earned in 2007. During the fourth quarter of 2008, we completed the merger of National Bank of Montpelier $106 million bank located in North West Ohio; the acquisition was completed on December 1, resulting in one-month of their earnings from the acquisition being included in our numbers. These earnings were offset by a 76,000 after-tax charge for the merger related expenses. As we have discussed, this is an ideal merger for Rurban as it offers the ability to gain economies of scale, add low cost deposits and open up a new market area adjacent to our existing markets. Clearly, this acquisition will be accretive immediately; we plan on obtaining the full benefit of the merger in the third quarter of 2009. The acquisition will also be accretive to our return on equity as the deal was all cash. We are certainly pleased with the fourth quarter and 2008 operating results and the continuing consistency of our core earnings. Overall in 2008, we have achieved 91 basis points return on average assets and 8.7% return on average equity. Both of these measures are well above peer performance. Our two business segments banking and data processing are both improved substantially over 2007. Our bank earnings have improved to $4.5 million for 2008 versus earnings…

Thank you, Ken and good afternoon. I am extremely pleased to report a strong finish to one of the most profitable years in recent times for the State Bank and Trust Company. We finished the year with net income of $4.5 million as Ken indicated resulting in a return on average assets of 80 basis points at the bank level. We exceeded 2007 net income by $1.6 million or 55% year-over-year improvement. Contributing to our profit improvement were sound organic loan growth, lower costs core deposit growth, inter departmental referrals and improved net interest margin, non-interest income, expense control and prudent management of the loan portfolio. Outside of Montpelier impact, which Duane will discus, core loan growth for 2008 was sound at $16.8 million, up 4.32% for the year. Improved sales efforts by our commercial lending staff resulted in over 3,500 proactive clients calls for the year to help drive this loan increase. Our strategy to diversify geographically has been successful at Toledo and Fort Wayne have provided $1.2 million and $4.5 million of that growth. While growth in the newest market of Columbus, Ohio, one-year old accounted for over $13.9 million in new loan balances. Also a driver of this loan growth and other profitable services was our aggressive referral program. In 2007, we had gross referrals of 860, but 289 closed for identified balances of $1.8 million in deposits, over $18 million in loans and $12.9 million in Trust assets. In 2008, we drew our referral culture success by providing improved incentive to soundly build our balance sheet and improve net income. This year we had gross referrals of 1,330 with 410 closed reflecting year-over-year increases of 54% and 41% respectively. Additional balances identified were $2 million in deposits, over $26 million in loans and nearly $8 million…

Well, thank you Mark and you’ve certainly have expressed your philosophy and congratulations on your success from the banking segment and the positive results extending from your leadership and your team’s talent and outstanding efforts. RDSI continued its progress and has produced another record year. As we have discussed, RDSI has been a stellar growth company and the 14% year-over-year earnings improvement validates that growth even in the challenging times we’re now experiencing. The strategy for RDSI is fundamental, but successful. We have an excellent reputation for servicing our client banks and maintaining an excellent and close relationship. We offer leading edge technology products and are able to offer best-of-breed products. We have been innovative and expansive in our sales efforts, which have led to solid organic growth. 2008 was a slow growth year for RDSI and adding banks as pricing challenges have been common. However, we had added banks to our portfolio consistently with evidence by RDSI’s having converted one bank already in January 2009, with seven more conversions scheduled for the rest of the year. We understand this business, we value our customers and we are executing well. I’ll now turn the webcast over to Hank Thiemann, President of RDSI, to discuss the progress of his group. Hank.

Thank you very much Ken and good afternoon. 2008 was another record breaking year for RDSI Banking Systems. So, our account of bank clients was relatively steady. We improved gross revenue and significantly increased net income through new bank conversions, aggressive sales to existing client banks and operating expense containment. Six new banks were converted to RDSI during 2008 and we continued to execute our expansions strategy bringing our footprint to 11 states. We provided more products and applications to existing client banks, as 60 clients purchased 206 additional products from RDSI during the year. We have focused on product offerings and those that either improve the efficiencies of our client banks or allow them to offer revenue generating products and services. Our expanding product menu now numbers approximately 150 different applications, an example of a product offering operating efficiencies, is our clients’ ever growing Internet banking volumes, which have increased by 45% over the past year. As a result of these efforts, during a very challenging year, our gross revenue increased by 3.8% to $21.7 million and our net income increased by 14.2% to $2.8 million. One of the outstanding and unique qualities of RDSI, which differentiates us from others is our level of personal service. We do it better than the others; it starts with the initial sales process with our regional sales managers, who stay engaged with the prospect until a contract decision is made. It continues with professional and knowledgeable staff members who strive for flawless conversions and then onto client relations managers who maintain hands-on relationships with and assistance too. They are assigned the client banks and of course with customer service specialists, technicians and clerical staff, who all know and appreciate the value of superior service. We also focus on communicating with our clients.…

Okay. Well, thank you very much Hank and my congratulations to you and your team for having a great year. I’ll now turn the webcast over to Duane Sinn, Rurban’s Chief Financial Officer, who will discuss the financial information of our two business segments in greater detail and give you some additional color on some key financial area. Duane.

Thank you Ken and good afternoon; I will start my comments with a brief overview of the balance sheet required in the Montpelier acquisition, which closed on December 1, 2008. We elected to retain $12.4 million of the $49 million security portfolio that was on the books of Montpelier. The retained securities include $3 million in government-backed agencies, $2 million in mortgage-backed securities and $7.4 million in municipal securities. We completed a very extensive, due-diligence and one of the primary reasons these investments were retained were due to the cash flow provided by these investments over the next 12 to 16 months. This will allow reinvestment of the retained portfolio into higher yielding loans in the future. Total loans at year-end for Montpelier were $44 million, approximately $27.6 million or 63% of the portfolio or one-to-four family and residential loans; $13.3 million were commercial loans and $3.1 million of consumer loans. Total deposits acquired were $92.4 million as of December 31, 2008. The mix of the lower cost transaction accounts to total deposits is very consistent with State Banks’ deposit mix. Total checking account balances were $21.5 million with savings and money markets totaling $9.6 million and $11.2 million respectively. Total time deposits were $50.2 million as of December 31, 2008. Approximately, $9 million of the $25 million in proceeds that were paid to Montpelier shareholders was recaptured as deposits during December. The overall cost of Montpelier’s deposits is very favorable at approximately 2.05%. Moving to Rurban’s consolidated balance sheet, total assets were $657.6 million at year- end, a 17% increase over the $561.2 million reported for the 2007 year-end. Total loans were $450.1 million at December 31, 2008 up $60.8 million or 15.6%. This loan growth was primarily due to the acquired Montpelier loans. Excluding Montpelier loans; loans grew…

All right well, thank you, Duane. You will note that we are continuing to lend and we have capacity to lend as seems to be an issue in a number of areas, but that does not reply to us. We can now see that the main street level as significant tightening of credit other than an extra level of caution as we look to a difficult economy continuing at least the first half of 2009. As background, we consider the TARP money that was offered to banks and our strengths would have certainly permitted us to take down this offered capital. However, we have a very strong capital position with our risk based capital at the holding company level, 30% in excess of the regulatory world capitalized level. We’re now experiencing a run up of our non-performing assets either. These factors in addition to concerns about government strings and conditions for this funding result in our declining the TARP funds. , :

Your first question comes from Ross Haberman - Haberman Fund.

Regarding this Citibank and Bank of America, I want to tell you a couple of notes. Could you go over your data processing business? What was their cash flow, if you have it, operating cash flow for the year and you touched upon your growth expectations for ‘09, I was wondering if you could elaborate a little bit on that?

Sure. From the cash flow perspective, I think I am going to turn this to Duane. Let him discuss that, we’ve done those calculations, we know what that is. Duane.

Yes. Ross, good afternoon. For RDSI cash flow did improve a little bit in 2008. We’re up to about $7.4 million, if we look at it from an EBITDA perspective. Depreciation went down actually just a bit if you compare it to last year, but overall it was pretty consistent with last year, but did improve on an annualized basis, EBITDA is $7.4 million.

As to your question about the growth, we don’t do projections, so I don’t. That’s a thin line I walk there. We’re very encouraged about the banks that we have in the pipeline. We’d mentioned in the course of the conference here that we’ve already converted one bank and we’ve got seven more in the queue to convert and our sales folks are very encouraged with additional banks that they hope to bring in. So if you look back on our five year compounded rate on our growth, on the revenue side it’s been probably somewhere in the 12% to 15% range. Net income has been in that same range. We don’t see things changing that right now. So, we’re encouraged with what’s in that pipeline and what we’ve closed in terms of contracts already.

Any risk of losing any major customers given how troubled a number of the larger banks are, is that a big concern? And generally pricing, are you seeing any softness specifically in pricing for the services?

We certainly are seeing pricing challenges out there. Clearly, we’re about the second or third largest item on a banks income statement and as those contracts come due, we certainly are tossed into a realm of work competing aggressively and that does cause pricing pressure. The only thing I can say about that is that’s at least two sides of that coin, we have been brought in to those situations a lot more than we have in the past and we’ve gained some of those banks as we worked through pricing. We’ve been aggressive in obtaining our conversions, our contract conversions for 2009 and we’ve actually already advanced renewed. All of our 2009 contracts with the exception of one, which we’re in the process of working on. So, we’re encouraged by that process. We’re very proactive in it, so it’s a challenging banking environment that’s about all I can say, but we’re attempting to manage through that.

And just one follow-up question, generally are you seeing more opportunities for acquisitions or do you need to digest what you had bought this past year before you possibly do anything more.

Well, we are getting better at acquisitions. Mark, client talks about a banking model on both the commercial and the retail side. So we are able to put those acquisitions into our system a lot faster than we used to be able to. I would say, we will simulate the Montpelier acquisition probably in six months. The problem we are going to have of course is currency as we look at acquisitions. So right now, I would say we are going to have to sit on the side line until things improve, with hope that we get some recognition that we are a little contra market here and begin some improvement in our stock price, but that is something we just don’t control.

(Operator Instructions)

While we are waiting to see if we have any more questions in the queue, I would like to let everyone know that the presentation today will be on our website until February, if you would like to take the opportunity to review it again. Ken, I will turn the call back over to you for the closing remarks.

All right, thank you Valda and hopefully we have helped our investors better understand our position and improved our transparency. We believe we have significant transparency in our balance sheet, our statements on our income statement, but we’re inside looking out, if that’s not the case let us know and we will work more on that. We look forward to talking with you next quarter, so goodbye now.

Once again you may now disconnect.