10-K405

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the transition period from ______________ to ________________

Commission File No. 0-21714

CSB BANCORP, INC.

(Name of registrant in its charter)

Ohio                                                                       34-1687530

(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

                       6 West Jackson Street

                       Millersburg, Ohio                                              44654

             (Address of principal executive offices)                  (Zip code)

(330) 674-9015

(Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Shares, $6.25 par value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in response to item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

At March 31, 2001, the aggregate market value of the voting stock held by nonaffiliates of the registrant, based on a share price of $19.00 per share (such price being the average of the bid and asked prices on such date) was $45.5 million.

At March 31, 2001, there were outstanding 2,624,375 of the registrant's Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's 2000 Annual Report to Shareholders.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

General

CSB Bancorp, Inc. (the "Company") was incorporated under the laws of the State of Ohio on June 28, 1991, at the direction of management of The Commercial and Savings Bank (the "Bank") for the purpose of becoming a bank holding company by acquiring all outstanding shares of the Bank. The Company acquired all such shares of the Bank following an interim bank merger, which transaction was consummated on January 31, 1992. The Bank is a commercial bank chartered under the laws of the State of Ohio and was organized in 1879. The Bank is the wholly owned subsidiary of the Company and its only significant asset.

The Bank provides retail and commercial banking services to its customers, including checking and savings accounts, time deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, night depository facilities and trust services. The Bank is a member of the Federal Reserve System, its deposits are insured by the Federal Deposit Insurance Corporation and it is regulated by the Ohio Division of Financial Institutions.

The Company, through the Bank, grants residential real estate, commercial real estate, consumer and commercial loans to customers located primarily in Holmes County and portions of surrounding counties in Ohio. The general economic conditions in the Company's market area have been sound. Unemployment statistics have generally been among the lowest in the state of Ohio and real estate values have been stable to rising.

Certain risks are involved in granting loans, primarily related to the borrowers' ability and willingness to repay the debt. Before the Bank extends a new loan to a customer, these risks are assessed through a review of the borrower's past and current credit history, collateral being used to secure the transaction in the event the customer does not repay the debt, borrower's character and other factors. Once the decision has been made to extend credit, the Bank's independent loan review function monitors these factors throughout the life of the loan. All credit relationships of $500,000 or more are reviewed quarterly. Relationships of $250,000 to $499,999 are reviewed semi-annually, and a sample of ten relationships of $100,000 to $249,999 is reviewed quarterly. In addition, any loan identified as a problem credit by management or during the loan review is assigned to the Bank's "loan watch list," and is subject to ongoing review by the loan review function to ensure appropriate action is taken when deterioration has occurred.

Commercial loans are variable as well as fixed rate and include operating lines of credit and term loans made to small businesses primarily based on their ability to repay the loan from the cash flow of the business. Such loans are typically secured by business assets such as equipment and inventory, and occasionally by the business owner's principal residence. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the business owner. As compared to consumer lending, which includes single-family residence, personal installment loans and automobile loans, commercial lending entails significant additional risks. These loans typically involve larger loan balances, are generally dependent on the cash flow of the business, and thus may be subject to a greater extent to adverse conditions in the general economy or in a specific industry. Management reviews the borrower's cash flows when deciding whether to grant the credit to evaluate whether estimated future cash flows will be adequate to service principal and interest of the new obligation in addition to existing obligations.

Commercial real estate loans are primarily secured by borrower-occupied business real estate and are dependent on the ability of the related business to generate adequate cash flow to service the debt. Commercial real estate loans are generally originated with a loan-to-value ratio of 75% or less. Management performs much the same analysis when deciding whether to grant a commercial real estate loan as when deciding whether to grant a commercial loan.

Residential real estate loans carry both fixed and variable rates and are secured by the borrower's residence. Such loans are made based on the borrower's ability to make repayment from employment and other income. Management assesses the borrower's ability to repay the debt through review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios and other measures of repayment ability. The Bank generally makes these loans in amounts of 90% or less of the value of collateral. An appraisal is obtained from a qualified real estate appraiser for substantially all loans secured by real estate. Construction loans are secured by residential and business real estate that generally will be occupied by the borrower on completion. While not contractually required to do so, the Bank usually makes the permanent loan at the end of the construction phase. Construction loans also are made in amounts of 90% or less of the value of the collateral.

Installment loans to individuals include loans secured by automobiles and other consumer assets, including second mortgages on personal residences. Consumer loans for the purchase of new automobiles generally do not exceed 80% of the purchase price of the car. Loans for used cars generally do not exceed average wholesale or trade-in values as stipulated in a recent auto-industry used-car price guide. Credit card and overdraft protection loans are unsecured personal lines of credit to individuals of demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, absence of collateral. Since these loans are generally repaid from ordinary income of the individual or family unit, repayment may be adversely affected by job loss, divorce, ill health or by general decline in economic conditions. The Bank assesses the borrower's ability to make repayment through a review of credit history, credit ratings, debt-to-income ratios and other measures of repayment ability.

While the Company's chief decision-makers monitor the revenue streams of the various Company products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company's banking operations are considered by management to be aggregated in one reportable operating segment.

Employees

At December 31, 2000, the Bank employed 138 employees, 113 of which were employed on a full-time basis. The Company has no separate employees not also employed by the Bank. No employees are covered by collective bargaining agreements. Management considers its employee relations to be good.

Competition

The Bank operates in a highly-competitive industry due, in part, to Ohio law permitting statewide branching by banks, savings and loan associations and credit unions. Ohio law also permits nationwide interstate banking on a reciprocal basis. In its primary market area of Holmes and surrounding counties, the Bank competes for new deposit dollars and loans with several other commercial banks, both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms and investment companies. The ability to generate earnings is impacted, in part, by competitive pricing on loans and deposits and by changes in the rates on various U.S. Treasury and State and political subdivision issues which comprise a significant portion of the Bank's investment portfolio, and which rates are used as indices on several loan products. The Bank believes its presence in the Holmes County area, as the financial institution with the largest local asset base, provides the Bank with a competitive advantage due to its large asset base and ability to make loans and provide services to the local community.

On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999 ("Gramm-Leach") that permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. The Gramm-Leach-Bliley Act may significantly change the competitive environment in which the Company conducts business. See "Financial Modernization" for further discussion.

Supervision and Regulation

The Bank is subject to supervision, regulation and periodic examination by the State of Ohio Superintendent of Financial Institutions and the Federal Reserve Board. Because the Federal Deposit Insurance Corporation insures its deposits, the Bank is also subject to certain regulations of that federal agency. As a bank holding company, the Company is subject to supervision, regulation and periodic examination by the Federal Reserve Board. The earnings of the Company and the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the Board of Governors of the Federal Reserve System, United States fiscal policy, international currency regulations and monetary policies, certain restrictions on banks' relationships with many phases of the securities business and capital adequacy and liquidity restraints.

Financial Modernization

Pursuant to Gramm-Leach, a bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under regulatory prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act (CRA) by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

Gramm-Leach defines "financial in nature" to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Board has determined to be closely related to banking. Subsidiary banks of a financial holding company must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial in nature subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has CRA rating of satisfactory or better.

Written Agreement

The Company and the Bank entered into a Written Agreement with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions in November of 2000 that is described elsewhere in this Annual Report. While that Written Agreement does not specifically address whether the Company qualifies to be a financial holding company, Management believes that it is unlikely the Company would so qualify. While Management does not anticipate that the failure to qualify as a financial holding company will materially adversely affect the operations, properties, financial condition or prospects of the Company, no assurances can be given.

Statistical Disclosures

The following schedules present, for the periods indicated, certain financial and statistical information of the Company as required under the Securities and Exchange Commission's Industry Guide 3, or a specific reference as to the location of required disclosures in the Company's 2000 Annual Report to Shareholders (the "Annual Report").

I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential

A&B. Average Balance Sheet and Related Analysis of Net Interest Earnings: The information set forth under the heading "Average Balances, Rates and Yields" in Part II, Item 7 of this document, is incorporated herein by reference.

C. Interest Differential: The information set forth under the heading "Rate/Volume Analysis of Changes in Income and Expense" in Part II, Item 7 of this document, is incorporated herein by reference.

II. Securities Portfolio

A. The following is a schedule of the carrying value of securities at December 31, 2000, 1999 and 1998.

(In thousands of dollars)	2000	1999	1998
Securities available for sale (at fair value)
U.S. Treasury securities	$ 1,002	$ 4,009	$10,115
U.S. Government corporations and agencies	22,866	23,347	14,941
Mortgage-related securities	991	1,000	-
Other securities	2,331	2,188	2,059
	$27,190 ======	$30,544 ======	$27,115 ======
Securities held to maturity (at amortized cost)
U.S. Treasury securities	$ 102	$ 3,105	$10,125
U.S. Government corporations and agencies	18,496	20,499	9,501
Obligations of states and political subdivisions	50,762	51,239	42,627
	$69,360 ======	$74,843 ======	$62,253 ======

B. The following is a schedule of maturities for each category of debt securities and the related weighted average yield of such securities as of December 31, 2000:

(In thousands of dollars)
	------------------------------------Maturing------------------------------------
	One Year or Less		After One Year Through Five Years		After Five Years Through Ten Years		After Ten Years
	Amount	Yield	Amount	Yield	Amount	Yield	Amount	Yield
Available for sale
U.S. Treasury	$1,002	6.38%	$    --	--%	$     --	--%	$    --	--%
U.S. Government corporations and agencies	3,992	5.56	18,874	5.74	--	--	--	--
Mortgage-related	--	--	--	--	--	--	$991	6.21%
Total	$4,994 =====	5.72% =====	$18,874 =====	5.74% =====	- =====	- =====	$991 =====	6.21% =====
Held to maturity
U.S. Treasury	$     --	--%	$     --	--%	$     --	--%	$102	7.88%
U.S. Government corporations and agencies	2,000	5.47	16,496	5.75	--	--	--	--
Obligations of states and political subdivisions	1,423	8.62	16,702	7.05	31,939	7.61	698	7.67
Total	$3,423 =====	6.75% =====	$33,198 =====	6.40% =====	$31,939 =====	7.61% =====	$800 =====	7.75% =====

The weighted average yields are calculated using amortized cost of investments and are based on coupon rates for securities purchased at par value, and on effective interest rates considering amortization or accretion if securities were purchased at a premium or discount. The weighted average yield on tax-exempt obligations is presented on a taxable-equivalent basis based on the Company's marginal federal income tax rate of 34%. Other securities consist of Federal Reserve Bank and Federal Home Loan Bank stock bearing no stated maturity or yield and are not included in this analysis.

C. Excluding holdings of U.S. Treasury securities and other agencies and corporations of the U.S. Government, there were no investments in securities of any one issuer that exceeded 10% of the Company's consolidated shareholders' equity at December 31, 2000.

III. Loan Portfolio

A. Types of Loans - Total loans on the balance sheet are comprised of the following classifications at December 31:

(In thousands of dollars)	2000	1999	1998	1997	1996
Commercial	$85,458	$86,186	$86,971	$80,428	$72,917
Commercial real estate	39,122	35,690	33,137	30,408	22,991
Residential real estate	56,342	31,511	33,685	49,752	50,874
Residential real estate loans held for sale	-	20,533	23,636	-	-
Construction	7,543	7,447	3,155	3,508	3,249
Installment and credit card	18,033	17,645	16,992	16,393	15,110
Total loans	$206,498 =======	$199,012 ======	$197,576 =======	$180,489 =======	$165,141 =======

B. Maturities and Sensitivities of Loans to Changes in Interest Rates - The following is a schedule of maturities of loans based on contract terms and assuming no amortization or prepayments, excluding real estate mortgage and installment loans, as of December 31, 2000:

	-------------------------Maturing-----------------------------
(In thousands of dollars)	One Year or Less	One Through Five Years	After Five Years	Total
Commercial	$40,673	$15,516	$29,269	$ 85,458
Commercial real estate	2,495	2,156	34,471	39,122
Construction	199	4,045	3,299	7,543
Total	$43,367 ======	$21,717 ======	$67,039 ======	$132,123 ======

The following is a schedule of fixed rate and variable rate commercial, commercial real estate and real estate construction loans due after one year from December 31, 2000.

(In thousands of dollars)	Fixed Rate	Variable Rate
Total commercial, commercial real estate and construction loans due after one year	$28,316 ======	$60,440 ======

C. Risk Elements

1. Nonaccrual, Past Due and Restructured Loans - The following schedule summarizes nonaccrual, past due and restructured loans.

	December 31
(In thousands of dollars)	2000	1999	1998	1997	1996
(a) Loans accounted for on a nonaccrual basis	$1,119	$ 529	$ 567	$ 494	$ 174
(b) Accruing loans that are contractually past due 90 days or more as to interest or principal payments	226	1,008	890	746	573
(c) Loans which are "troubled debt restructuring" as defined in Statement of Financial Accounting standards No. 15 (exclusive of loans in (a) or (b) above):	-0-	-0-	-0-	-0-	-0-
Totals	$1,345 =====	$1,537 =====	$1,457 =====	$1,240 =====	$747 ====

The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that collection of interest is doubtful, when commercial loans are past due as to principal and interest 90 days or more or when mortgage and consumer loans are past due as to principal and interest 120 days or more, except that in certain circumstances interest accruals are continued on loans deemed by management to be well-secured and in process of collection. In such cases, loans are individually evaluated in order to determine whether to continue income recognition after 90 days beyond the due date. However, the Written Agreement requires substantially all loans greater than 90 days past due to be placed on non-accrual. When loans are placed on nonaccrual, any accrued interest is charged against interest income. Consumer loans are not placed on non-accrual but are charged off after 120 days past due.

(d) Impaired Loans - Information regarding impaired loans at December 31 is as follows:

(In thousands of dollars)	2000	1999	1998
Balance of impaired loans at December 31	$11,967	$2,544	$1,454
Less portion for which no allowance for loan loss is allocated	94	562	142
Portion of impaired loan balance for which an allowance for loan losses is allocated	11,873 =====	1,982 ====	1,312 =====
Portion of allowance for loan losses allocated to the impaired loan balance at December 31	$ 3,276 =====	$ 485 =====	$ 412 =====

Interest income recognized on impaired loans during the year represented $471,341 while $525,616 would have been recognized had the loans been performing under their contractual terms.

Impaired loans are comprised of commercial and commercial real estate loans, and are carried at the present value of expected cash flows discounted at the loan's effective interest rate or at fair value of the collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans.

Smaller-balance homogeneous loans are evaluated for impairment in total. Such loans include residential first-mortgage loans secured by one- to four-family residences, residential construction loans, and automobile, home equity and second-mortgage loans less than $100,000. Such loans are included in nonaccrual and past due disclosures in (a) and (b) above, but not in the impaired loan totals. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower's business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

2. Potential Problem Loans - At December 31, 2000, no loans were identified that management has serious doubts about the borrowers' ability to comply with present loan repayment terms that are not included in item III.C.1 above. On a monthly basis, the Company internally classifies certain loans based on various factors. At December 31, 2000, these amounts, including impaired and nonperforming loans, amounted to $22.3 million of substandard loans and $4.9 million of doubtful loans.

3. Foreign Outstandings - There were no foreign outstandings during any period presented.

4. Loan Concentrations - As of December 31, 2000, there are no concentrations of loans greater than 10% of total loans that are not otherwise disclosed as a category of loans in Item III.A above.

D. Other Interest-Bearing Assets - As of December 31, 2000, there are no other interest-bearing assets required to be disclosed under Item III.C.1 or 2 if such assets were loans.

IV. Summary Of Loan Loss Experience

A. The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31:

(In thousands of dollars)	2000	1999	1998	1997	1996
LOANS
Average loans outstanding during period	$208,193 =======	$191,112 ======	$187,198 =======	$168,823 ======	$157,274 =======
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period	$3,419	$2,888	$2,349	$2,121	$1,830
Loans charged off:
Commercial	(1,633)	(417)	(350)	(37)	(11)
Commercial real estate	(6)	(0)	(37)	(0)	(0)
Residential real estate	(18)	(4)	(76)	(0)	(0)
Installment and credit card	(590)	(184)	(105)	(187)	(125)
Total loans charged off	(2,247)	(605)	(568)	(224)	(136)
Recoveries of loans previously charged off:
Commercial	52	7	1	2	2
Commercial real estate	0	0	0	0	0
Residential real estate	0	1	15	9	0
Installment	94	28	40	41	25
Total loan recoveries	146	36	56	52	27
Net loans charged off	(2,101)	(569)	(512)	(172)	(109)
Provision charged to operating expense	6,142	1,100	1,051	400	400
Balance at end of period	$7,460 =====	$3,419 =====	$2,888 =====	$2,349 =====	$2,121 ======
Ratio of net charge-offs to average loans outstanding for period	1.01%	.30%	.27%	.10%	.07%

The allowance for loan losses balance and provision charged to expense are determined by management based on periodic reviews of the loan portfolio, past loan loss experience, economic conditions and various other circumstances subject to change over time. In making this judgment, management reviews selected large loans, as well as impaired loans, other delinquent, nonaccrual and problem loans and loans to industries experiencing economic difficulties. The collectibility of these loans is evaluated after considering current operating results and financial position of the borrower, estimated market value of collateral, guarantees and the Company's collateral position versus other creditors. Judgments, which are necessarily subjective, as to the probability of loss and amount of such loss are formed on these loans, as well as other loans taken together.

B. The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios.

While management's periodic analysis of the adequacy of the allowance for loan losses may allocate portions of the allowance for specific problem-loan situations, the entire allowance is available for any loan charge-offs that occur.

	-----Allocation of the Allowance for Loan Losses ----- (In thousands of dollars)
	Allowance Amount	Percentage of Loans in Each Category to Total Loans	Allowance Amount	Percentage of Loans in Each Category to Total Loans	Allowance Amount	Percentage of Loans in Each Category to Total Loans	Allowance Amount	Percentage of Loans in Each Category to Total Loans	Allowance Amount	Percentage of Loans in Each Category to Total Loans
	December 31, 2000		December 31, 1999		December 31, 1998		December 31, 1997		December 31, 1996
Commercial	$3,879	41.39%	$1,114	43.31%	$1,181	44.02%	$ 719	44.67%	$ 634	44.15%
Commercial real estate	2,486	18.95	863	17.93	748	16.77	465	16.92	425	13.92
Residential real estate	214	27.28	773	26.15	302	29.01	245	27.30	109	30.81
Construction	0	3.65	0	3.74	0	1.60	0	1.95	0	1.97
Installment and credit card	628	8.73	317	8.87	237	8.61	141	9.16	139	9.15
Unallocated	253		352		420		779		814
Total	$7,460 =====	100.00% ======	$3,419 =====	100.00% ======	$2,888 =====	100.00% ======	$2,349 =====	100.00% ======	$2,121 =====	100.00% ======

V. Deposits

A. The following is a schedule of average deposit amounts and average rates paid on each category for the periods indicated:

	Average Amounts Outstanding Year ended December 31			Average Rate Paid Year ended December 31
	2000	1999	1998	2000	1999	1998
(In thousands of dollars)
Noninterest-bearing demand	$29,379	$26,303	$23,813	N/A	N/A	N/A
Interest-bearing demand deposits	37,840	40,313	35,541	2.18%	2.01%	2.02%
Savings deposits	35,663	39,945	41,056	2.85	3.10	3.44
Time deposits	161,913	162,320	146,551	5.79	5.43	5.78
Total deposits	$264,795 ======	$268,881 ======	$246,961 =======

B. The following is a schedule of maturities of time certificates of deposit in amounts of $100,000 or more as of December 31, 2000:

(In thousands of dollars)
Three months or less	$8,216
Over three through six months	4,579
Over six through twelve months	16,533
Over twelve months	11,935
Total	$41,263 ======

C. and D. There were no foreign deposits in any period presented.

VI. Return On Equity and Assets

	2000	1999	1998
Return on average assets	.10%	1.32%	1.43%
Return on average shareholders' equity	1.00	13.14	14.39
Dividend payout ratio	368.89	43.51	37.45
Average shareholders' equity to average assets	9.85	10.08	9.93

VII. Short-Term Borrowings

Short-term borrowings consist of securities sold under agreements to repurchase and federal funds purchased. Securities sold under agreements to repurchase generally mature within three months from the transaction date. Federal funds purchased generally have overnight terms. Information concerning short-term borrowings is summarized as follows:

December 31,	2000	1999	1998
Securities sold under agreements to repurchase and federal funds purchased at period-end	$15,584	$12,836	$9,771
Weighted average interest rate at period-end	4.89%	2.71%	3.66%
Maximum outstanding at any month-end during the year	15,584	13,874	10,137
Average amount outstanding	13,234	9,933	7,787
Weighted average rates during the year	4.46%	3.10%	3.54%

ITEM 2 - PROPERTIES

The Bank owns and operates its main office at Six West Jackson Street, Millersburg, Ohio 44654. The Bank also operates eight branches and one other property is owned as noted below:

The Berlin Branch, 4585 S. R. 39, Suite B, Berlin, Ohio 44610 (leased)

The South Clay Branch, 91 S. Clay Street, Millersburg, Ohio 44654 (owned)

The Winesburg Branch, 2225 U.S. 62, Winesburg, Ohio 44590 (owned)

The Clinton Commons Branch, 2101 Glen Drive, Millersburg, Ohio 44654 (leased)

The Walnut Creek Branch, 4980 Old Pump Street, Walnut Creek, Ohio 44687 (owned)

The Charm Office, Corner of S.R. 557 and C.R. 70, Charm, Ohio 44617 (leased)

The Sugarcreek Office, 127 S. Broadway, Sugarcreek, Ohio 44681 (owned)

The Operations Center, 91 North Clay Street, Millersburg, Ohio 44654 (owned)

The Shreve Office, 333 W. South Street, Shreve, OH 44676 (owned)

The Bank considers its physical properties to be in good operating condition and suitable for the purposes for which they are being used. All properties owned by the Bank are unencumbered by any mortgage or security interest and are adequately insured, in management's opinion.

ITEM 3 - LEGAL PROCEEDINGS

There is no pending litigation, other than routine litigation incidental to the business of the Company and Bank, or of a material nature involving or naming the Company or Bank as a defendant. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder or affiliate of the Company is a party or has a material interest that is adverse to the Company or Bank. None of the routine litigation in which the Company or Bank is involved is expected to have a material adverse impact on the financial position or results of operations of the Company or Bank.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of 2000.

PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common shares of the Company are not traded on an established market. Shares are traded through broker/dealers under the symbol "CSBB.OB" and through private transactions. The table below represents the range of high and low prices paid for transactions known to the Company. Management does not have knowledge of prices paid on all transactions. Because of the lack of an established market, these prices may not reflect the prices at which stock would trade in an active market. These quotations reflect inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions. The chart specifies cash dividends paid by the Company to its shareholders during 2000 and 1999. No assurances can be given that dividends will be declared, or if declared, what the amount of any such dividends will be. Under the terms of a November 2000 agreement with its regulators, the Company must obtain regulatory approval before declaring any dividends. An application to declare dividends in the fourth quarter 2000 was not approved. Additional information concerning the payment of dividends is included in Note 11 of the consolidated financial statements.

Quarter Ended	High	Low	Dividends Declared
March 31, 2000	$35.00	$30.00	$398,847
June 30, 2000	33.00	30.00	392,417
September 30, 2000	34.00	18.50	392,591
December 31, 2000	23.00	15.00	-
March 31, 1999	55.00	47.00	317,916
June 30, 1999	55.00	40.00	318,243
September 30, 1999	45.00	33.50	318,236
December 31, 1999	36.00	30.75	901,674

As of December 31, 2000, CSB Bancorp, Inc. had approximately 1,100 shareholders and 2,624,378 outstanding shares of common stock.

TRANSFER AGENT

CSB Bancorp, Inc. acts as its own transfer agent for its common stock.

Shirley J. Roberts

CSB Bancorp, Inc.

6 West Jackson Street

Millersburg, Ohio 44654

Phone 330-674-9015 or 800-654-9015

ANNUAL AND OTHER REPORTS; SHAREHOLDER AND GENERAL INQUIRIES

CSB Bancorp, Inc. is required to file an annual report on Form 10-K annually with the Securities and Exchange Commission. Copies of the Form 10-K annual report and the Company's quarterly reports may be obtained without charge by contacting:

A. Lee Miller, Chief Financial Officer

CSB Bancorp, Inc.

6 West Jackson Street

Millersburg, Ohio 44654

Phone 330-674-9015 or 800-654-9015

The date of the annual meeting of shareholders has not yet been determined.

ITEM 6 - SELECTED FINANCIAL DATA

The following table sets forth certain selected consolidated financial information.

	2000	1999	1998	1997	1996
	(Dollars in thousands, except per share data)
Statements of earnings:
Total interest income	$25,497	$23,707	$23,404	$22,112	$19,480
Total interest expense	12,782	11,682	11,563	10,813	8,828
Net interest income	12,715	12,025	11,841	11,299	10,652
Provisions for loan losses	6,142	1,100	1,051	400	400
Net interest income after provision for loan losses	6,573	10,925	10,790	10,899	10,252
Total other income	2,019	2,063	1,616	1,447	1,228
Total other expenses	9,191	7,573	6,844	6,315	6,021
Income (loss) before federal income taxes	(599)	5,415	5,562	6,031	5,459
Provision for (benefit from) income taxes	(920)	1,149	1,331	1,624	1,600
Net income	$321 ====	$4,266 ====	$4,231 =====	$4,407 =====	$3,859 ====
Per share of common stock (1)
Basic and diluted earnings	$0.12	$1.61	$1.60	$1.69	$1.50
Dividends	0.45	.70	.60	.51	.42
Book value	12.02	12.49	11.65	10.35	9.05
Average basic common shares outstanding (1)	2,628,998	2,651,910	2,637,011	2,604,914	2,577,044
Average diluted common shares outstanding (1)	2,629,733	2,652,836	2,637,956	2,605,852	2,577,044
Year-end balances:
Loans, net (includes held for sale)	$198,358	$194,862	$193,824	$177,327	$163,020
Securities	96,550	105,387	89,368	86,428	52,384
Total assets	325,212	326,546	317,502	288,442	254,135
Deposits	268,583	269,939	265,747	241,203	213,340
Borrowings	24,048	22,545	19,882	18,978	16,480
Shareholders' equity	31,540	33,202	30,860	27,275	23,426
Average balances:
Loans, net	$203,790	$187,893	$184,746	$166,596	$155,298
Securities	100,216	99,993	82,406	77,318	50,129
Total assets	325,880	322,022	296,239	271,237	233,353
Deposits	264,795	268,881	246,961	227,192	199,609
Borrowings	28,108	19,357	18,440	17,312	10,632
Shareholders' equity	32,083	32,454	29,402	25,444	22,095

	Year ended December 31,
	2000	1999	1998	1997	1996
	(Dollars in thousands, except per share data)
Selected ratios:
Net yield on average interest-earning assets	4.11%	3.96%	4.20%	4.36%	4.79%
Return on average total assets	0.10	1.32	1.43	1.62	1.65
Return on average shareholders' equity	1.00	13.14	14.39	17.32	17.47
Average shareholders' equity as a percent of average total assets	9.85	10.08	9.93	9.38	9.47
Net loan charge-offs as a percent of average loans	1.01	.30	.27	.10	.07
Allowance for loan losses as a percent of loans at year-end	3.62	1.72	1.46	1.30	1.28
Shareholders' equity as a percent of total year-end assets	9.70	10.17	9.72	9.46	9.21

Notes to selected financial data:

(1) Restated for 1998 and 1996 stock splits paid in the form of a 100% stock dividend.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

INTRODUCTION

CSB Bancorp, Inc. (the "Company") was incorporated under the laws of the State of Ohio in 1991 to become a one-bank holding company for its wholly owned subsidiary, The Commercial and Savings Bank (the "Bank"). The Bank is chartered under the laws of the State of Ohio and was organized in 1879. The Bank is a member of the Federal Reserve System, insured by the Federal Deposit Insurance Corporation and regulated by the Ohio Division of Financial Institutions and the Federal Reserve Bank.

The Company, through the Bank, provides retail and commercial banking services to its customers including checking and savings accounts, time deposits, safe deposit facilities, personal loans, commercial loans, real estate mortgage loans, installment loans, IRAs, night depository facilities and trust services. Its customers are located primarily in Holmes County and portions of surrounding counties in Ohio. The general economic conditions in the Company's market area have been sound. Unemployment statistics have generally been among the lowest in the state of Ohio and the area has experienced stable to rising real estate values.

The following discussion is presented to aid in understanding the Company's consolidated financial condition and results of operations, and should be read in conjunction with the audited consolidated financial statements and related notes.

FORWARD-LOOKING STATEMENTS

Certain statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations are not related to historical results, but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties. Any forward-looking statements made by the Company herein and in future reports and statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements because of various factors. The Company does not undertake, and specifically disclaims any obligation to publicly release the result of any revisions to any forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statements.

REGULATORY MATTERS

As disclosed in Note 11 to the consolidated financial statements, the Company and Bank entered into a Written Agreement in November 2000 with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions which, among other things, requires the Company and Bank to complete a review of the Board of Directors and Management; make improvements in the lending function including, but not limited to, policies and procedures, documentation, and a plan for the reduction of adversely classified assets; and prepare new policies and procedures for internal audit, internal controls, asset/liability management, trust, and information technology. The Company and Bank cannot declare or pay dividends without prior written approval of the regulators.

Failure to comply with the Written Agreement could result in additional regulatory supervision and/or action. All filings required by the Written Agreement have been within the time frames set forth in the agreement.

RESULTS OF OPERATIONS

Net Income

Net income totaled $321,000 in the year 2000, a decrease of $3.9 million from 1999. Earnings per share were $0.12 and $1.61 for the years ended December 31, 2000 and 1999. Return on average assets was 0.10% in 2000, as compared to 1.32% in 1999, and return on average shareholders' equity was 1.00% in 2000, and 13.14% in 1999.

Net income for 1999 was $4.3 million or $1.61 per share, as compared to $4.2 million or $1.60 per share for 1998. This equated to a return on average assets of 1.32% in 1999 and 1.43% in 1998, while the return on average shareholders' equity for the same periods was 13.14% and 14.39%.

Net Interest Income

Net interest income is the largest component of the Company's net income, and consists of the difference between income generated on interest-earning assets and interest expense incurred on interest-bearing liabilities. Volumes, interest rates and composition of interest-earning assets and interest-bearing liabilities affect net interest income.

Interest income for 2000 was $25.5 million, increasing $1.8 million from $23.7 million in 1999. Interest and fees on loans was $20.1 million, an increase of $2.4 million, or 13.6%, from the previous year, mostly attributable to the $17 million increase in the average balance of loans. The increased yield on loans of 39 basis points in 2000 also contributed to the improved interest income. Interest income on securities remained stable, decreasing by $38,000, or 0.7%, to $5.3 million as compared to the previous year of $5.4 million. Other interest income decreased $572,000 to $33,000 in 2000 compared to $605,000 in 1999, primarily as a result of a decrease in the average federal funds sold balance, from $12.2 million in 1999 to $522,000 in 2000, a decrease of 96%. These funds were used for the growth in the loan portfolio.

Interest income for 1999 was $23.7 million, increasing $303,000 from $23.4 million in 1998. Interest and fees on loans was $17.7 million, a decrease of $373,000, or 2.1%, from the previous year mostly attributable to the decrease in the average yield on loans from 9.66% to 9.27%. Interest income on securities increased $719,000, or 15.4%, to $5.4 million as compared to the previous year of $4.7 million. This increase was due primarily to an increase of the average balance of $17.6 million, or 21.3%, as compared to the previous period. Other interest income decreased $44,000 to $605,000 in 1999 compared to $649,000 in 1998, primarily as a result of a decrease in the average rate earned on these interest-earning liquid assets, to 4.97% in the current period from 5.35% in the previous period. These assets usually carry less credit and interest rate risk, and, therefore, provide lower yields than securities or loans.

Interest expense for 2000 was $12.8 million, an increase of $1.1 million, or 9.4%. The Company's interest expense on deposits increased $351,000 in 2000, due primarily to the increase in deposit interest rates during 2000, as cost of deposits increased to 4.76% in 2000, compared to 4.48% in 1999. Interest expense on other borrowings increased $748,000 due to the increased use of federal funds purchased and the increase in the cost of these funds by 135 basis points in 2000.

The Company's interest expense on deposits increased $266,000 to $10.9 million in 1999, compared to $10.6 million in 1998 due primarily to the increased volume of deposits during 1999 compared to 1998. Deposit interest rates decreased during 1999 as overall cost of funds decreased to 4.46% in 1999, compared to 4.79% in 1998. Late in 1995, the Company began to originate fixed-rate mortgage loans through a matched funds program with the Federal Home Loan Bank of Cincinnati (FHLB). Advances with maturities similar to the loans establish a fixed interest rate spread of approximately 200 basis points for the estimated duration of the loans. In March 1999, the Company sold $12.1 million of these fixed-rate mortgage loans and management decided not to pay off the related advances. Instead, new loans were retained in the portfolio throughout the year.

Net interest income for 2000 was $12.7 million, increasing $690,000 from $12.0 million in 1999. This increase is due in part to the increase of $4.1 million in average interest-earning assets over average interest-bearing liabilities. As depicted in the rate-volume analysis, the change in net interest income is primarily attributable to shifts in volume of assets and liabilities. Net interest income for 1999 increased from $11.8 million to $12.0 million, an increase of $184,000. This increase was also a result of a $1.2 million increase in average interest-earning assets over average interest-bearing liabilities.

The following tables provide detailed analysis of changes in average balances, yields, and net interest income identifying that portion of the changes due to change in average volume versus that portion due to change in average rates.

AVERAGE BALANCES, RATES AND YIELDS
(Dollars in thousands)	2000			1999			1998
	Average Balance (1)	Interest	Rate(2)	Average Balance(1)	Interest	Rate(2)	Average Balance(1)	Interest	Rate(2)
Interest-earning assets
Federal funds sold	$522	$31	5.94%	$12,154	$604	4.97%	$9,568	$503	5.26%
Interest-earning deposits	45	2	4.44	31	1	3.23	2,567	146	5.69
Securities:
Taxable	48,929	2,895	5.92	52,202	3,079	5.90	44,280	2,744	6.20
Tax exempt	51,287	2,453	4.75	47,791	2,308	4.83	38,126	1,924	5.05
Loans(3)	208,192	20,115	9.66	191,112	17,715	9.27	187,198	18,087	9.66
Total interest-earning assets	308,975	25,496	8.24	303,290	23,707	7.82	281,739	23,404	8.31
Noninterest-earning assets
Cash and due from banks	10,163			10,319			8,794
Bank premises and equipment, net	8,955			7,559			4,410
Other assets	2,189			4,073			3,748
Allowance for loan losses	(4,402)			(3,219)			(2,452)
Total assets	$325,880 =======			$322,022 ======			$296,239 =======
Interest-bearing liabilities
Demand deposits	$37,840	$825	2.18%	$40,313	$811	2.01%	$35,541	$717	2.02%
Savings deposits	35,663	1,016	2.85	39,945	1,238	3.10	41,056	1,413	3.44
Time deposits	161,913	9,379	5.79	162,320	8,820	5.43	146,551	8,474	5.78
Other borrowed funds	28,108	1,561	5.55	19,357	813	4.20	18,440	959	5.20
Total interest-bearing liabilities	263,524	12,781	4.85	261,935	11,682	4.46	241,588	11,563	4.79
Noninterest-bearing liabilities and shareholders' equity
Demand deposits	29,379			26,303			23,813
Other liabilities	894			1,330			1,436
Shareholders' equity	32,083			32,454			29,402
Total liabilities and equity	$325,880 =======			$322,022 ======			$296,239 =======
Net interest income		$12,715 ======			$12,025 ======			$11,841 ======
Net interest margin			4.11% =====			3.96% =====			4.20% =====

(1) Average balances have been computed on an average daily basis.

(2) Average rates have been computed based on the amortized cost of the corresponding asset or liability.

(3) Average loan balances include nonaccruing loans.

RATE/VOLUME ANALYSIS OF CHANGES IN INCOME AND EXPENSE (1)

(Dollars in thousands)

	2000 v. 1999			1999 v. 1998
	Change in Income/ Expense	Volume Effect	Rate Effect	Change in Income/ Expense	Volume Effect	Rate Effect
Interest Income
Federal funds sold	$(573)	$(672)	$99	$101	$130	$(29)
Interest-earning deposits	1	1	-	(145)	(101)	(44)
Securities:
Taxable	(184)	(194)	10	335	472	(137)
Tax exempt	145	167	(22)	384	470	(86)
Loans	2,400	1,629	771	(372)	373	(745)
Total interest income	1,789	931	858	303	1,344	(1,041)
Interest Expense
Demand deposits	14	(52)	66	94	96	(2)
Savings deposits	(222)	(127)	(95)	(175)	(37)	(138)
Time deposits	559	(22)	581	346	877	(531)
Other borrowed funds	748	437	311	(146)	46	(192)
Total interest expense	1,099	236	863	119	982	(863)
Net interest income	$690 ====	$695 ====	$(5) ===	$184 ====	$362 ====	$(178) ====

(1) Changes attributable to both volume and rate, which cannot be segregated, have been allocated based on the absolute value of the change due to volume and the change due to rate.

The following table reconciles net interest income as shown in the financial statements to taxable equivalent net interest income:

	2000	1999	1998
Net interest income	$12,715,383	$12,024,884	$11,841,048
Taxable equivalent adjustment (1)	1,263,935	1,024,820	839,814
Net interest income-fully taxable equivalent	$13,979,318 ========	$13,049,704 ========	$12,680,862 ========
Net interest yield	4.11%	3.96%	4.20%
Taxable equivalent adjustment (1)	.41	.34	.30
Net interest yield - taxable equivalent	4.52% ====	4.30% =====	4.50% =====

(1) Taxable equivalent adjustments have been computed assuming a 34% tax rate.

Provision for Loan Losses

During the year 2000, the Company recorded $6.1 million in provision for loan losses. This compares to $1.1 million in 1999 and 1998. See "Financial Condition - Allowance and Provision for Loan Losses" for a discussion of the circumstances surrounding the increased provision in 2000.

Other Income

Total other income decreased to $2.0 million in 2000 compared to $2.1 million in 1999, a decrease of $45,000 or 2.2%. This decrease was primarily due to a decrease in gain on sale of loans of $260,000, which was partially offset by an increase in trust services income of $157,000 or 51.9%.

Total other income increased to $2.1 million in 1999 compared to $1.6 million in 1998, an increase of 27.8%. This increase was primarily due to an increase in gain on sale of loans of $294,000, an increase in merchant fee income of $76,000, or 46.3%, and trust services income increase of $91,000 or 42.8%. These increases more than offset the decrease of $155,000, from the gain on sale of other real estate owned in 1998.

Other Expenses

Total other expenses increased $1.6 million, or 21.4%, during 2000. The largest component of noninterest expense is salaries and employee benefits, which increased $518,000 or 13.2% in 2000. The increases were from normal salary adjustments and the addition of staff members to service the Company's growing customer base. Professional fees increased to $621,000, an increase of $515,000. This increase was partially due to the increase in auditing, consulting and legal fees necessary to comply with the terms of the Written Agreement and other regulatory matters.

Income Taxes

The benefit from income taxes amounted to $920,000 in 2000, compared to provision expense of $1.1 million and $1.3 million in 1999 and 1998. The benefit in 2000 resulted from a net loss before taxes caused by the increased expenses noted above. The Company's effective tax rate was 21.2% in 1999 and 23.9% in 1998. The decrease in 1999 was due to the $9.7 million, or 25.3% increase in the average balance of tax exempt securities.

FINANCIAL CONDITION

Total assets of the Company were $325.2 million at December 31, 2000, compared to $326.5 million at December 31, 1999, representing a decrease of $1.3 million, or 0.4%. The increase in cash and net loans during 2000 was offset by declines in securities. Funding from deposits and FHLB advances declined, but was offset by increases in repurchase agreements. The net effect to both assets and liabilities resulted in little change to total assets and total liabilities. Changes in the consolidated balance sheets and factors that caused those changes are further discussed below.

Securities

Total securities decreased $8.8 million, or 8.4% from $105.4 million at year-end 1999 to $96.5 million at year-end 2000. During 2000, the Company reinvested proceeds of maturing and called securities into loans. The distribution of the securities portfolio at year-end 2000 consisted of U.S. Treasuries, U.S. government corporations and agencies, obligations of state and political subdivisions and other securities. The Company increased its holdings of FHLB stock to $2.1 million through stock dividends during 2000.

Since one of the primary functions of the securities portfolio is to provide a source of liquidity, it is structured such that maturities and cash flows satisfy the Company's liquidity needs and asset/liability management requirements. At December 31, 2000, 7.9% of the portfolio matures within one year.

Securities classified as held to maturity are carried at amortized cost, and include securities that Management has the positive intent and ability to hold to maturity. Securities classified as available for sale include those that may be sold before maturity for liquidity, asset/liability management or other reasons. The Company classifies all equity securities as available for sale.

Loans

Total loan principal of $206.5 million was recorded at year-end 2000, compared to $199.0 million at year-end 1999, representing an increase of $7.5 million or 3.8%. The loan portfolio at year-end 2000 and 1999, respectively, was comprised of approximately 60% and 61% commercial and commercial real estate loans. While the mix of loans within the loan portfolio remained relatively stable, the Company experienced a decrease of $728,000, or 0.8%, in commercial loans; an increase of $3.4 million, or 9.6%, in commercial real estate loans; and an increase of $4.3 million, or 8.3%, in residential real estate loans.

Agriculture production loans and loans secured by farmland totaled approximately $14.2 million at year-end 2000, and are included in the commercial, commercial real estate and residential real estate categories. Credit card loans, which are primarily unsecured, totaled $2.4 million, or 1.2%, of loans at year-end 2000. Demand for commercial business loans, as well as both commercial and residential real estate loans, was stable in 2000. Management believes the Company's local service areas will experience continued economic strength and a continued need for these types of lending products into 2001.

Allowance and Provision for Loan Losses

The allowance for loan losses is maintained at a level considered adequate to cover loan losses that are currently anticipated based on past loss experience, general economic conditions, changes in mix and size of the loan portfolio, information about specific borrower situations, and other factors and estimates which are subject to change over time. Management periodically reviews selected large loans, delinquent and other problem loans, and selected other loans. Collectibility of these loans is evaluated by considering current financial position and performance of the borrower, estimated market value of the collateral, the Company's collateral position in relationship to other creditors, guarantees and other potential sources of repayment. Management forms judgments, which are subjective, as to the probability of loss and the amount of loss on these loans as well as other loans taken together. The Bank amended, in the fourth quarter of 2000, the Allowance for Loan and Lease Losses Policy. This policy includes, among other items, provisions for classified loans and a provision for the remainder of the portfolio and historical data, including past charge-offs.

The allowance for loan losses totaled $7.5 million or 3.62% of total loans at year-end 2000, up from $3.4 million or 1.72% of total loans at year-end 1999. Net charge-offs for 2000 totaled $2.1 million, compared to $569,000 in 1999 and $512,000 in 1998. As with all loans that have been charged-off, Management is continuing collection efforts, and future recoveries may occur.

The increased provision in 2000 was in response to several factors, one of which is continued volume in the Company's commercial lending, which represents a higher risk of loss than traditional one-to-four family mortgage lending. In addition, the rising interest rate environment in 2000 impacted the ability of some businesses to meet their scheduled loan payments in accordance with original loan terms. Lastly, information obtained in the second and fourth quarters of 2000 about specific borrower situations led to charge-offs and additional reserve requirements.

The Bank maintains an internal watch list, on which it places loans where management's analysis of the borrower's operating results and financial condition indicates that the borrower's cash flows are inadequate to meet its debt service requirements, and loans where there exists an increased risk that such a shortfall may occur. During May and June of 2000, as a result of the Bank's ongoing loan review system and assisted by the regulatory examination that was in process at the time, management increased the number of loans included in its internal watch list and provided loss allocations on certain of those loans based on updated financial information received from borrowers. As a result of these increases and additional factors discussed below, the quarterly loan loss provisions in 2000 totaled $281,000 in the first quarter, $2.7 million in the second quarter, $616,000 in the third quarter and $2.6 million in the fourth quarter.

The Bank has a commercial real estate construction loan totaling approximately $3.8 million. The Bank obtained a subsequent appraisal which indicated an estimated value significantly less than the amount certified in the original appraisal. Management assigned a specific allocation of the allowance for loan losses totaling $1.1 million to this loan during the fourth quarter of 2000.

Included in the loan portfolio at year-end 2000 is a group of approximately $4.4 million in consumer finance loans. These loans represent greater credit risk than the Bank's traditional consumer loans because most are unsecured. In recognition of declines in general economic conditions, management conducted a complete review of the entire portfolio, considering specific borrower situations and repayment ability, and determined that a reserve allocation of 10%, or $440,000, is an appropriate reflection of losses in this portfolio.

Nonperforming loans, which consist of loans past due 90 days or more and nonaccrual loans, were $1.3 million or 0.65% of loans at year-end 2000 compared to $1.5 million or 0.77%of loans at year-end 1999. However, impaired loans increased at year-end from $2.5 million in 1999 to $12.0 million in 2000. As noted above, this has been a contributing factor to the increased balance in the allowance for loan losses and the related provision. Management has assigned loss allocations to absorb the estimated losses on these impaired loans, and these allocations are included in the total allowance for loan losses balance.

Other Assets

Net premises and equipment increased by $308,000 to $9.2 million at year-end 2000 from $8.9 million at year-end 1999. The increase in 2000 was due primarily to the purchase of equipment relating to information technology which will be placed in service in 2001.

Other assets increased $1.1 million in 2000 mainly as a result of an increase in deferred tax assets. These assets represent the future estimated tax benefit of items occurring in the current period which are not currently deductible for tax purposes.

Deposits

The Company's deposits are obtained from individuals and businesses located in its market area. For deposits, the Company must compete with products offered by other financial institutions as well as other, higher-yielding investment options such as mutual funds. As a result of this competition, total deposits decreased 0.5% to $268.6 million at year-end 2000, compared to $269.9 million for 1999. Noninterest-bearing balances increased to $30.3 million at year-end 2000 compared to $29.0 million at year-end 1999. Interest-bearing deposits decreased $2.6 million or 1.1% at year-end 2000 compared to 1999. Demand deposits increased $526,000, while statement and passbook savings decreased $3.6 million. Certificates of deposit in excess of $100,000 decreased by $2.1 million while other certificates of deposit increased $2.5 million.

Other Funding Sources

The Company obtains additional funds through securities sold under repurchase agreements and advances from the Federal Home Loan Bank of Cincinnati (FHLB). These borrowings totaled approximately $24 million at year-end 2000. These funding sources provided a net increase in cash of $1.5 million from year-end 1999 to 2000, with the $2.7 million increase in repurchase agreements being partially offset by the repayments of funds borrowed from the FHLB. These repurchase agreements are uninsured, so the Company pledges securities against these customer funds. The Company pays a higher rate of interest on these funds than traditional deposit products and expects that demand for this product will continue at a reasonably stable level.

CAPITAL RESOURCES

Total shareholders' equity decreased from $33.2 million at year-end 1999 to $31.5 million in 2000. This decrease was primarily due to a stock repurchase program that resulted in the purchase of $1.5 million of treasury stock. This stock repurchase program has been terminated. Net income was $321,000, offset by dividends paid of $1.2 million. Because of the dividend reinvestment program, shareholders' equity increased $339,000 in 2000 and $398,000 in 1999 as a portion of dividends declared were reinvested by shareholders in common stock. The Company also established a plan whereby participants in the Company's 401(k) profit sharing plan may elect to purchase and hold shares of the Company's common stock in their accounts. This provided an additional increase to equity in 1999 of $110,000. In 2000, the plan purchased shares on the open market rather than from the Company.

Banking regulations have established minimum capital ratios for banks and bank holding companies. Therefore, the Company and its subsidiary bank must meet a risk-based capital requirement, which defines two tiers of capital and compares each to the Company's "risk-weighted assets." The Company's assets and certain off-balance-sheet items, such as loan commitments, are each assigned a risk factor such that assets with potentially higher credit risk will require more capital support than assets with lower risk. These regulations require the Company to have a minimum total risk-based capital ratio of 8%, at least, half of which must be Tier 1 capital. The Company's Tier 1 capital is its shareholders' equity before any unrealized gain or loss on securities available for sale, while total risk-based capital includes Tier 1 capital and a limited amount of the allowance for loan losses. In addition, a bank or bank holding company's leverage ratio (which for the Company equals its shareholders' equity before any unrealized gain or loss on securities available for sale divided by average assets) must be maintained at a minimum of 4%. The Company's actual and required capital amounts are disclosed in Note 11 to the consolidated financial statements.

Dividends paid by the Company's bank subsidiary are the primary source of funds available to the Company for payment of dividends to shareholders and for other working capital needs. The payment of dividends by the Bank to the Company is subject to restrictions by regulatory authorities, which generally limit dividends to current and prior two years retained earnings, as defined by regulation. In addition, dividend payments may not reduce regulatory capital levels below the minimum regulatory guidelines discussed above. As described in Note 11, the Bank and the Company are restricted from paying dividends without prior written consent from their regulatory agencies.

LIQUIDITY

Liquidity refers to the Company's ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses and meet other obligations. The Company's primary sources of liquidity are cash and cash equivalents, which totaled $15.9 million at December 31, 2000, an increase of $2.6 million from year-end 1999. Net income, securities available for sale, maturities/calls of securities held to maturity, and loan repayments also serve as sources of liquidity. Cash and cash equivalents, and securities maturing within one year represent 6.9% of total assets at year-end 2000, as compared to 7.0% in 1999. Other sources of liquidity the Company could use to help to ensure funds are available when needed include, but are not limited to, purchase of federal funds, advances from the FHLB, adjustments of interest rates to attract deposits, and borrowing at the Federal Reserve discount window. Management believes that its sources of liquidity are adequate to meet the needs of the Company.

As summarized in the consolidated statements of cash flows, the most significant investing activity for the Company in 2000 included the maturities and calls of securities totaling $10.3 million offset by $970,000 in purchases, and net loan originations of $9.6 million. The Company's financing activities included $2.7 million of increases in repurchase agreements which were offset by $2.6 million of reductions in deposit and repayments of FHLB advances.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company disclosed the estimated fair value of its financial instruments at year-end 2000 and 1999 in Note 14 to the consolidated financial statements. Fair value of the Company's financial instruments experienced modest changes in 2000. Estimated fair value of loans increased slightly to 100.8% of the carrying value in 2000, from 100.4% in 1999. The fair value of securities held to maturity increased to 101.4% of carrying value in 2000, from 98.4% in 1999. Estimated fair value of time deposits increased from 99.0% of carrying value in 1999 to 100.3% in 2000.

ACCOUNTING STANDARDS

A new standard, "Accounting for Derivative Instruments and Hedging Activities," requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. The new standard does not allow hedging of a security that is classified as held to maturity. Upon adoption of the standard, companies are allowed to transfer securities from held to maturity to available for sale if they wish to be able to hedge the securities in the future. The standard is effective for the Company in 2001. The adoption of this standard on January 1, 2001 did not impact the Company's financial statements as no derivative instruments were held.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, requiring measurement of financial position and results of operations primarily in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, most assets and liabilities of the Company are monetary in nature. Therefore, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as prices of goods and services. The liquidity, maturity structure and quality of the Company's assets and liabilities are critical to maintenance of acceptable performance levels.

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Board of Directors of the Company, acting on the recommendation of the Audit Committee of the Board, determined to replace the Company's auditor, Crowe, Chizek and Company LLP ("Crowe, Chizek"), following the date of completion of the audit of financial statements and reports for the year ended December 31, 2000, which shall be effective March 31, 2001. The reports on the Company's financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion nor were they qualified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years (ended December 31, 1999 and 2000) and from December 31, 2000 to the date of this Current Report, there were no disagreements with Crowe, Chizek on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure. The Company, on February 28, 2001, engaged Clifton Gunderson LLP as the principal accountant of the Company to audit the Company's financial statements.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The only significant market risk to which the Company is exposed is interest-rate risk. The business of the Company and the composition of its balance sheet consists of investments in interest-earning assets (primarily loans and securities), which are funded by interest-bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Company's financial instruments are held for trading purposes.

The Company manages interest rate risk regularly through its Asset Liability Committee. One method the Company uses to manage its interest rate risk is a rate sensitivity gap analysis, which monitors the relationship between the maturity and repricing of its interest-earning assets and interest-bearing liabilities. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A "positive gap" occurs when the amount of interest rate sensitive assets maturing or repricing within a given period exceeds the amount of interest sensitive liabilities maturing or repricing within the same period. Conversely, a "negative gap" occurs when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would negatively affect net interest income.

Management monitors its gap position on a quarterly basis with the goal to increase its net interest income slightly in a rising interest rate environment in order to maintain earnings at an acceptable level when additional funding of the Company's loan loss reserve may be necessary. This has historically been accomplished through offering loan products that are either short-term in nature or which carry variable rates of interest. Interest rates of the majority of the Company's commercial loan portfolio vary based on the prime commercial lending rates published by The Wall Street Journal, while interest rates of the majority of its real estate loan portfolio vary depending on the six-month U.S. Treasury rates. Beginning in 1995, the Company granted a limited amount of fixed-rate real estate loans to reduce the impact of this positive interest-rate gap. The Company's securities portfolio is primarily fixed-rate and short-term in nature. The Company's investment in structured notes, securities with imbedded options and securities with prepayment risk, is not a material part of the securities portfolio. The Company holds no derivative financial instruments. As a result of its gap position of (.5%), the Company may be vulnerable to decreases in its net interest income and the net market value of its portfolio equity when market rates of interest decrease. The Company's interest income and the market values of its financial instruments is most affected by changes in short- and medium-term interest rates, such as the six month U.S. Treasury rates and prime commercial lending rates.

The Company monitors its interest rate risk through a sensitivity analysis, whereby it measures potential changes in its future earnings and the fair values of its financial instruments that may result from one or more hypothetical changes in interest rates. This analysis is performed by estimating the expected cash flows of the Company's financial instruments using interest rates in effect at year-end 2000 and 1999. For the fair value estimates, the cash flows are then discounted to year-end to arrive at an estimated present value of the Company's financial instruments. Hypothetical changes in interest rates are then applied to the financial instruments, and the cash flows and fair values are again estimated using these hypothetical rates. For the net interest-income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows. The Company applies these interest rate "shocks" to its financial instruments up and down 200 basis points in 100 basis point increments.

The following table presents an analysis of the estimated sensitivity of the Company's annual net interest income to sudden and sustained 100 basis-point changes in market interest rates at December 31, 2000 and 1999:

2000
Change in Interest Rates (basis points)	Net Interest Income	Dollar Change	Percentage Change
	(Dollars in Thousands)
+200	$13,527	$531	4.1%
+100	13,439	443	3.4
0	12,996	0	0.0
-100	12,504	(492)	(3.8)
-200	11,990	(1,006)	(7.7)

1999
Change in Interest Rates (basis points)	Net Interest Income	Dollar Change	Percentage Change
	(Dollars in Thousands)
+200	$11,883	$284	2.4%
+100	12,053	454	3.9
0	11,599	0	0.0
-100	11,104	(495)	(4.3)
-200	10,630	(969)	(8.4)

Management reviews its rate shock position with the Board on a periodic basis. The Company was within all Board-approved limits at year-end 2000 and 1999. Based on projections above, the Company anticipates that the recent changes in rates by the Federal Reserve will lead to a decline in net interest income.

Significant Assumptions and Other Considerations

The above analysis is based on numerous assumptions, including relative levels of market interest rates, loan prepayments and reactions of depositors to changes in interest rates, and should not be relied upon as being indicative of actual results. Further, the analysis does not necessarily contemplate all actions the Company may undertake in response to changes in interest rates.

Securities owned by the Company will generally repay at their stated maturity. Many of the Company's loans permit the borrower to prepay the principal balance prior to maturity without penalty. The likelihood of prepayment depends on a number of factors, including current interest rate and interest rate index (if any) on the loan, the financial ability of the borrower to refinance, the economic benefit to be obtained from refinancing, availability of refinancing at attractive terms, as well as economic and other factors in specific geographic areas which affect the sales and price levels of residential property. In a changing interest rate environment, prepayments may increase or decrease on fixed- and adjustable-rate loans depending on the current relative levels and expectations of future short- and long-term interest rates. Prepayments on adjustable-rate residential mortgage loans generally increase when long-term interest rates fall or are at historically low levels relative to short-term interest rates, thus making fixed-rate loans more desirable. While savings and checking deposits generally may be withdrawn upon the customer's request without prior notice, a continuing relationship with customers resulting in future deposits and withdrawals is generally predictable, resulting in a dependable and uninterrupted source of funds. No change in the rates on such deposits is assumed when market rates increase or decrease 100 basis points. When market rates increase or decrease 200 basis points, the analysis assumes a corresponding 50 basis point change in the rates paid on such deposits. Short-term borrowings have fixed maturities. Time deposits generally have early withdrawal penalties, which discourage customer withdrawal prior to maturity. Certain advances from the FHLB carry prepayment penalties and are expected to be repaid in accordance with their contractual terms.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See information contained in the consolidated financial statements and related notes and the report of independent auditors attached to this filing as Exhibit 13.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

The Board of Directors of the Company, acting on the recommendation of the Audit Committee of the Board, determined to replace the Company's auditor, Crowe, Chizek and Company LLP ("Crowe, Chizek"), following the date of completion of the audit of financial statements and reports for the year ended December 31, 2000, which shall be effective March 31, 2001. The reports on the Company's financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion nor were they qualified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years (ended December 31, 1999 and 2000) and from December 31, 2000 to the date of this Current Report, there were no disagreements with Crowe, Chizek on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure. The Company, on February 28, 2001, engaged Clifton Gunderson LLP as the principal accountant of the Company to audit the Company's financial statements.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRATION

The following table sets forth information concerning (i) incumbent directors of the Company; (ii) nominees for election at the Annual Meeting of Shareholders of the Company and (iii) the other named executive officers of the Company. Included in the table is information regarding each person's principal occupation or employment during the past five years.

NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS

Name	Age	Principal Occupation	Positions Held with The Company (1)	Year First Elected or Appointed Director or Officer	Term to Expire
David W. Kaufman	51	Auctioneer, Realtor, Dave Kaufman Realty, Inc.	Director	1988	2001
John R. Waltman	59	Attorney, Critchfield, Critchfield & Johnston, Ltd.	Director Nominee	N/A	N/A
Samuel M. Steimel	43	Attorney, The Steimel Law Office	Director	1989	2001
Robert K. Baker	46	Owner and Controller, Bakerwell, Inc.	Director	2001	2002
J. Thomas Lang	57	Veterinarian, Dairy Farmer, Spring Hill Farm, Inc.	Director	1993	2002
F. Joanne Vincent	68	Retired Banker, Prairie Township Clerk	Director	1999	2002
Daniel J. Miller	61	Physician, East Holmes Family Care, Inc.	Director	1979	2003
Samuel P. Riggle, Jr.	63	Retired Executive, Holmes-Wayne Electric Cooperative, Inc.	Director	1982	2003
David C. Sprang	74	Retired Officer of the Company	Director	1991	2003
C. James Bess	63	Banker	Director, President & Chief Executive Officer (2)	2001	2003
Theodore G. Bangert	46	Banker	Senior VP and Chief Lending Officer of the Bank (3)	2000	N/A
Pamela S. Basinger	30	Banker	Treasurer (4)	1996	N/A
A. Lee Miller	42	Banker	Senior Vice President (5)	1997	N/A
Shirley Roberts	59	Banker	Senior Vice President & Secretary of the Bank	1991	N/A
Stanley E. Yoder	58	Banker	Senior Vice President of the Bank	1991	N/A

(1) Unless otherwise noted herein, each of the Nominees for Directors has been engaged in the occupation and employment described below for the past five years.

(2) Mr. Bess held the position of Vice President and Head of the Mortgage and Consumer Loan Department of Capital Bank, N.A. from 1995 to 1997 and President of PLB Associates, Inc. from 1997 to 2000, when he was elected President and Chief Executive Officer of the Company.

(3) Mr. Bangert held various lending positions, including Chief Lending Officer of Cortland Savings & Banking Co. from 1989 to 1999 and Executive Vice President of VBOC Investments, Inc. during 1999, when he was elected Senior Vice President and Chief Lending Officer of the Bank.

(4) Ms. Basinger held the position of Credit and Loan Review Officer of the Bank from February 1994 until October 1996, when she was elected Treasurer of the Company.

(5) Mr. Miller held the position of Senior Vice President of Wayne Savings and Loan of Wooster, Ohio until August 1997, when he was hired as Senior Vice President of The Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers, directors and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies of such forms received by it and by statements of officers and directors that they complied with all applicable filing requirements, the Company's officers, directors and greater than 10% beneficial owners have complied with all filing requirements applicable to them.

ITEM 11 - EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors consists entirely of outside directors, currently three in number. The Compensation Committee met two times in 2000. The Compensation Committee is responsible for developing and recommending The Company's executive compensation principles, policies and programs to the Board of Directors.

The Compensation Committee believes that in representing the Board of Directors, it must act in the best interest of the shareholders as it reviews and determines The Company's executive compensation principles, policies and programs. The Compensation Committee's essential goal is to create a balance by which The Company is able to attract and retain qualified management personnel, while at the same time providing for maximization of The Company's financial performance and safeguarding The Company's assets. In compensating The Company's executive officers, the Committee seeks to achieve the following goals:

1. motivate executive officers to strive for and achieve outstanding corporate performance which provides a direct benefit to shareholders;

2. attract highly-qualified key management personnel; and

3. reward superior performance in reaching corporate objectives with aggressive compensation levels and provide that a significant portion of compensation will be dependent on The Company's annual performance.

Base salaries for executive officers in 2000 were determined after review of an analysis of salaries paid for comparable positions and consideration of the competition for executive talent within The Company's industry. The Company's review included a survey by the Ohio Bankers Association of executive salaries. The Company's compensation philosophy is to target executive salaries close to the mean of the market rate paid for comparable positions by similarly sized bank holding companies.

Mr. Akins' 2000 base salary, shown in the "Salary" column of the Compensation Table below, was increased by 10% from his 1999 base salary. Mr. Akins' compensation was determined by the Committee and approved by the Board. We believe that his salary is within the range of industry standards for a financial institution of the Company's size. In addition, as of January 1, 1997, the Committee granted Mr. Akins an option to purchase 1,800 Common Shares at an exercise price of $9.05 per share (as adjusted for the 1998 stock split). The Committee granted the option as an additional incentive to Mr. Akins to work to maximize shareholder value. Mr. Akins exercised this stock option in 2000.

Mr. Bess' 2000 base salary, shown in the "Salary" column of the Compensation Table below, was determined by the Committee and approved by the Board. Mr. Bess' compensation was determined by the Committee and approved by the Board. Given the nature of Mr. Bess' experience and his responsibilities with the Company, we believe that his salary is within the range of industry standards for a financial institution of the Company's size. In addition, the Committee granted Mr. Bess an option to purchase 20,000 Common Shares at an exercise price of $15.00 per share, which option shall expire on March 1, 2006. The Committee granted the option as an additional incentive to Mr. Bess to work to maximize shareholder value.

Effective March 1, 2001, the Company's Board of Directors elected C. James Bess as President and Chief Executive Officer, as well as a Director, of the Company. In conjunction with Mr. Bess' election as President and Chief Executive Officer, the Company entered into an employment agreement with Mr. Bess which provides for a two year term, an agreed upon annual salary, benefits, nonstatutory stock option grant, and provisions concerning termination of employment upon sale or change in control of the Company.

Effective November 16, 2000, the Company entered into a separation, waiver and mutual release agreement with Douglas D. Akins which provides for the termination of employment of Mr. Akins and certain payments of salary and benefits to Mr. Akins pursuant to such termination.

THE COMPENSATION COMMITTEE

J. Thomas Lang

H. Richard Maxwell

David C. Sprang

EXECUTIVE COMPENSATION

The following table sets forth information concerning the persons who were the executive officers as set forth below during the fiscal year ended December 31, 2000.

Summary Compensation Table

				Long Term Compensation
Name and Principal Position	Year	Annual Compensation		Securities Underlying Options/SARs (#)	All Other Compensation ($)
		Salary ($)	Bonus ($)
C. James Bess President and Chief Executive Officer	2000	$20,280.00	$-0-	-0-	$-0-
Douglas D. Akins President and Chief Executive Officer	2000	$149,884.83	$-0-	-0-	$46,457.48 (1)
	1999	$148,000.00	$20,000.00	-0-	$15,500.00
	1998	$135,000.00	$20,000.00	-0-	$14,891.28
A. Lee Miller Senior VP and Chief Financial Officer	2000	$105,000.00	$15,250.00 (2)	-0-	$5,803.89 (3)
	1999	$86,000.00	$12,900.00	-0-	$4,956.17 (3)
	1998	$78,000.00	$11,700.00	-0-	$-0-

(1) Includes $12,538.48 paid to Mr. Akins in fiscal year 2000 under that certain Separation, Waiver and Mutual Release Agreement, $27,369.00 received pursuant to an exercise of stock options and $6,550.00 paid for acting as a director of the Bank.

(2) Includes $10,000 paid to Mr. Miller for serving as acting President and Chief Executive Officer during fiscal year 2000.

(3) These amounts were contributed to Mr. Miller's 401(k) account by the Bank.

PERFORMANCE GRAPH

The following graph compares the yearly stock change and the cumulative total shareholder return on the Company's Common Shares during the five year period ended December 31, 2000, with the cumulative total return on the NASDAQ Bank Stock Index and the Standard and Poor's 500 Stock Index. The comparison assumes $100 was invested on January 1, 1996, in the Company's Common Shares and in each of the indicated indices, and assumes reinvestment of dividends.

[INSERT GRAPH]

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is not aware of any person, group or entity owning more than five percent (5%) of the Company's outstanding Common Shares as of February 27, 2001.

The following table sets forth, as of February 27, 2001, (i) the Common Shares beneficially owned by each director, nominee for director and named executive officer of the Company or any person who has acted in such capacity since the beginning of the last fiscal year of the Company and (ii) the Common Shares beneficially owned by all executive officers and directors as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Common Shares Outstanding	Director
Robert K. Baker	1,189.9294 (2)	.005%	Yes
David W. Kaufman	5,170.5665 (3)	.032%	Yes
J. Thomas Lang	4,130.5665 (4)	.016%	Yes
H. Richard Maxwell	16,200.0000 (5)	.062%	Yes
Daniel J. Miller	35,841.6689 (6)	1.37%	Yes
Samuel P. Riggle, Jr.	16,121.9295 (7)	0.61%	Yes
David C. Sprang	108,800.0000 (8)	4.15%	Yes
Samuel M. Steimel	17,056.4165 (9)	0.65%	Yes
F. Joanne Vincent	155.8494 (10)	0.01%	Yes
C. James Bess	0.0000	0.00%	No
Theodore G. Bangert	200.0000 (11)	0.01%	No
Douglas D. Akins	4,009.3678	.015%	No
A. Lee Miller	1,420.8751 (12)	.005%	No
John R. Waltman	13,771.5290	.052%	No
Total of Directors and Executive Officers as a Group	230,037.0728	8.77%

(1) The Securities and Exchange Commission has defined "beneficial owner" of a security to include any person who has or shares voting power or investment power with respect to any such security or who has the right to acquire beneficial ownership of any such security within 60 days.

(2) Includes 449.3694 shares owned by Bonnie L. or Robert K. Baker in joint tenancy with right of survivorship and 740.5600 shares owned by Bakerwell, Inc., of which Mr. Baker is part owner.

(3) These shares are owned of record by The David W. Kaufman Trust.

(4) Includes 125.2516 shares owned by J. Thomas Lang, 4,193.2516 shares owned by Karen J. Lang, 224.2116 shares owned by Kendra S. Lang, 446.2419 shares owned by J. Thomas Lang IRA and 181.6098 shares owned by Karen J. Lang IRA.

(5) Includes 600 shares owned by H. Richard Maxwell, 13,040 shares owned by The H. Richard Maxwell Trust and 2,560 shares owned by The L. Jean Maxwell Trust.

(6) Includes 9,562.5714 shares owned by Daniel J. Miller, M.D., 9,562.5714 shares owned by Mary F. Miller and 16,716.5261 shares owned by The East Holmes Family Care Employees Pension Plan.

(7) Includes 200.9295 shares owned by Samuel P. Riggle, Jr., 15,721 shares owned by Margorie J. Riggle and 200 shares owned by Samuel P. Riggle, Jr. or Margorie J. Riggle in joint tenancy with right of survivorship.

(8) Includes 52,640 shares owned by The David C. Sprang Trust and 56,160 shares owned by The Rea Dot Sprang Trust.

(9) Includes 100 shares owned by Samuel M. Steimel, 15,912 shares owned by Ronda K. Steimel, 866.6827 shares owned by the Samuel M. Steimel IRA, 110.2712 shares owned by the Ronda P. Steimel IRA, 5.2305 shares owned by Samuel M. Steimel, custodian for Benjamin Steimel Ladrach, 5.2305 shares owned by Samuel M. Steimel, custodian for William Frederick Ladrach, 15.6721 shares owned by Ronda P. Steimel, custodian for Zaccary Allen Patterson, 15.6721 shares owned by Ronda P. Steimel, custodian for Cassandra Faye Patterson and 25.6574 shares owned by CATS, a partnership in which Mr. Steimel owns 25% interest.

(10) These shares are owned by Joanne Vincent or Billy Dean Vincent, in joint tenancy with right of survivorship.

(11) These shares are owned by the Ted Bangert IRA account.

(12) Includes 206.4428 shares owned by the A. Lee Miller IRA and 1,214.4323 shares owned by the Lee Miller 401(K) Plan.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has engaged and intends to continue to engage in the lending of money through the Bank to various directors and officers of the Company. These loans to such persons were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with other persons and did not involve more than a normal risk of collectibility or other unfavorable features.

In addition to those banking transactions conducted in the ordinary course, the following related transactions were conducted. Each of these transactions was made on terms similar to those that could have been negotiated with an unaffiliated third party.

The Company and the Bank retained the Steimel Law Office during fiscal year 2000 for legal services in connection with various matters arising in the ordinary course of the business of the Company and the Bank, as well as matters related to the conversion of the Bank to a holding company structure. Samuel M. Steimel is the owner of the Steimel Law Office. The Company and the Bank contemplate using the Steimel Law Office in the future on similar terms, as needed.

The Company and the Bank retained Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency during fiscal year 2000 for legal services and real estate closing services in connection with various matters arising in the ordinary course of the business of the Company and the Bank. John R. Waltman is a member of both Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency. The Company and the Bank contemplate using both Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency in the future on similar terms, as needed.

PART IV

ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit Number	Description of Document
3.1	Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB)
3.1.1	Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant's 1998 Form 10-K)
3.2	Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-KSB)
4	Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-KSB)
10.1	Leases for the Clinton Commons, Berlin and Charm Branch Offices of The Commercial and Savings Bank (incorporated by reference to Registrant's Form 10-KSB)
10.2	C. James Bess Employment Agreement
10.3	D. Akins Separation, Waiver and Mutual Release Agreement
10.4	Written Agreement between the Company, the Bank and Regulators (incorporated by reference to Registrant's Form 8-K dated November 30, 2000)
10.5	Agreement between the Bank and Sheshunoff Management Services, L.P.
11	Statement Regarding Computation of Per Share Earnings
13	Excerpts of CSB Bancorp, Inc. 1999 Annual Report to Shareholders
21	Subsidiary of CSB Bancorp, Inc.
23	Consent of Crowe, Chizek and Company LLP
24	Powers of Attorney

(b) The following reports on Form 8-K were filed during the last quarter of the period covered by this report.

(1) Form 8-K dated November 20, 2000 containing an announcement of the resignation of Douglas D. Akins as president of the Company and the Bank.

(2) Form 8-K dated December 1, 2000 containing a Written Agreement between the Company, the Bank and regulators and a quarterly letter to shareholders dated November 30, 2000.

(3) Form 8-K dated December 29, 2000 containing an announcement that C. James Bess had been hired as Interim President and Chief Executive Officer of the Company and the Bank and that a request had been made to regulators to pay a dividend to shareholders.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CSB BANCORP, INC.

By: /s/ C. JAMES BESS

C. James Bess, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on April 13, 2001.

Signatures	Title
C. JAMES BESS*	President and Chief Executive Officer (Principal Executive Officer)
/s/C. James Bess*
A. LEE MILLER*	Senior Vice President and Chief Financial Officer
/s/A. Lee Miller*
PAMELA S. BASINGER*	Financial Officer and Principal Accounting Officer
/s/Pamela S. Basinger*
H. RICHARD MAXWELL	Director
/s/H. Richard Maxwell*
DAVID W. KAUFMAN*	Director
/s/David W. Kaufman*
J. THOMAS LANG*	Director
/s/J. Thomas Lang*
ROBERT K. BAKER*	Director
/s/Robert K. Baker*
DANIEL J. MILLER*	Director
/s/Daniel J. Miller*
SAMUEL P. RIGGLE, JR.*	Director
/s/Samuel P. Riggle, Jr.*
SAMUEL M. STEIMEL*	Director
/s/Samuel M. Steimel*
F. JOANNE VINCENT*	Director
/s/F. Joanne Vincent*
*By: /s/ C. JAMES BESS C. James Bess as attorney-in-fact and on his own behalf as Principal Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description of Document	Sequential Page
3.1	Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB)	N/A
3.1.1	Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant's 1998 Form 10-K).	N/A
3.2	Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-KSB).	N/A
4	Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form 10-KSB).	N/A
10.1	Leases for the Clinton Commons, Berlin and Charm Branch Offices of The Commercial and Savings Bank (incorporated by reference to Registrant's Form 10-KSB).	N/A
10.2	C. James Bess Employment Agreement	N/A
10.3	D. Akins Separation Waiver and Mutual Release Agreement	N/A
10.4	Written Agreement between the Company, the Bank and Regulators (incorporated by reference to Registrant's Form 8-K dated November 30, 2000)	N/A
10.5	Agreement between the Bank and Sheshunoff Management Services, L.P.	N/A
11	Statement Regarding Computation of Per Share Earnings	N/A
13	Excerpts of the CSB Bancorp, Inc. 2000 Annual Report to Shareholders	N/A
21	Subsidiary of CSB Bancorp, Inc.	N/A
23	Consent of Crowe, Chizek and Company LLP	N/A
24	Powers of Attorney	N/A

EX-10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of March 1, 2001 (the "Effective Date"), by and between THE COMMERCIAL AND SAVINGS BANK OF MILLERSBURG, an Ohio state bank with its principal office located at 6 West Jackson Street, Millersburg, Ohio 44654 ("Bank"), and C. James Bess, a resident of Michigan ("Employee").

W I T N E S S E T H:

WHEREAS, Bank is a state bank duly organized and validly existing under the laws of the state of Ohio and engages in banking activities;

WHEREAS, Employee has knowledge, experience and expertise in the area of business of Bank, and Bank wishes to obtain the benefits of Employee's knowledge, experience and expertise; and

WHEREAS, Bank desires to employ Employee on the terms and subject to the conditions set forth herein and subject to approval, permission and determinations of safety, soundness and fairness of any and all regulatory entities, and Employee is willing to accept employment on such terms and conditions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Employment. On the terms and subject to the conditions set forth in this Agreement and subject to approval, permission and determinations of safety, soundness and fairness of any and all bank regulatory entities, Bank shall employ Employee to serve as President and Chief Executive Officer of the Bank, and perform all services and duties customarily accompanying the position.

Employee shall devote Employee's entire productive time, ability and attention to the business of Bank and shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without prior consent of the Board of Directors. The Employee will provide the Bank his best professional efforts and a minimum forty (40) to fifty (50) productive hours per week.

2. Compensation.

2.1 Base Salary. As consideration for Employee's services as an employee hereunder, Bank agrees to pay Employee, and Employee agrees to accept, an annual base salary of $300,000 ("Base Salary"). The Base Salary, as so determined, shall be payable in equal biweekly installments. It is further understood and agreed that during the term of Employee's status as an Employee, Employee shall be subject to the withholding of taxes as required by law.

2.2 Bonus. Employee shall be eligible to receive a bonus of 10% to 30% of Base Salary if, based on the audited financial statements of Bank for years 2001 and 2002, the return on assets exceeds one percent (1%). The Board of Directors shall determine what percentage between 10% and 30% shall be paid to the Employee with consideration for the Employee's overall performance for each year. The Bonus shall be paid to Employee within ninety (90) days after the end of the period during which the Bonus is earned. Notwithstanding the above, for purposes of computing the ROA for the year ended December 31, 2001, any income or profits of Bank attributable to the decrease in the allowance for the loan loss with respect to Petty Marine, Inc. or the Black Diamond Golf Course shall be disregarded.

2.3 Benefits. Employee shall be entitled to participate in any insurance or other benefit plans now or hereafter provided or made available to employees of Bank generally; provided, however that nothing contained in this Agreement shall require Bank to establish, maintain or continue any such benefits already in existence or hereafter adopted for employees of Bank.

2.4 Vacation. Employee shall be entitled to annual vacation and leave time of four (4) weeks at full pay with no more than two (2) weeks to be taken consecutively without Board of Directors approval. Unused vacation time may not be carried from one year to another year, but may be forfeited annually by the Employee in exchange for compensation based on base annual salary.

2.5 Stock Options. Employee is hereby granted an option to purchase up to twenty thousand (20,000) common shares of CSB Bancorp, Inc. for $15.00 per share. This option shall expire on March 1, 2006.

2.6 Automobile Allowance. Employee shall receive a monthly automobile allowance of $1,000 payable on the 30th of each month, commencing March 30, 2001, during the contract period to cover mileage, lease payments, upkeep, insurance, and miscellaneous associated expenses.

2.7 Housing Allowance. Employee shall receive a monthly housing allowance of $1,000 payable on the 30th of each month, commencing March 30, 2001, during the contract period.

3. Residence.

3.1 Residence. Employee shall establish his primary residence during the contract period in Holmes County, Ohio. However, Bank understands that Employee may, from time to time, be required to return to his existing Michigan residence on weekends to perform maintenance on that residence or to visit friends or family. On all such weekends, Bank acknowledges that Employee may depart early on Friday and return late to work on the following Monday without that time being charged as vacation.

4. Term and Termination.

4.1 Term. Employee shall be employed for a two (2) year term commencing on the Effective Date hereof, and ending on the anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of this Agreement.

4.2 Termination.

(a) Death or Disability. If Employee dies or becomes disabled to the extent that Employee cannot perform his duties under this Agreement for a period of more than sixty (60) consecutive days (the "Disability Period"), this Agreement shall cease and terminate on the date of Employee's death or conclusion of the Disability Period, as applicable.

(b) Termination for Cause or with Good Reason. If this Agreement is terminated by Bank for Cause (as defined herein) or by Employee with Good Reason (as defined herein), this Agreement and the employment of Employee shall cease and terminate as of such date. "Cause" shall be defined as (i) commission of an act of dishonesty in the course of Employee's duties hereunder; (ii) conviction (whether as a result of a trial or plea, including a plea of nolo contendere) by a court of competent jurisdiction of a crime constituting a felony or conviction (whether as a result of a trial or plea, including a plea of nolo contendere) with respect to any act involving fraud, dishonesty, or moral turpitude; (iii) Employee's continued, habitual intoxication or performance under the influence of controlled substances during working hours; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism; or (v) Employee's continued inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) Bank shall have given Employee prior written notice of the reason therefor and (B) a period of ten (10) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee. "Good Reason" shall be defined as (i) a reduction in Employee's rate of Base Salary; (ii) a transfer of Employee's primary place of employment to a location more than twenty-five (25) miles from the city limits of Millersburg, Ohio, without written consent of Employee; (iii) a change in Employee's title or position to one that is generally considered in the industry to have less responsibility or authority; or (iv) a material breach of this Agreement by Bank, which shall not have been cured within ten (10) days after Employee shall have advised Bank in writing of his intention to terminate his employment for Good Reason in the event such condition shall not have been cured, provided, however, that if such conditions are of a nature that cannot be cured or eliminated within such ten (10) day period, such period shall be extended for up to thirty (30) days if Bank shall be endeavoring diligently and in good faith to cure or eliminate such conditions.

4.3 Termination Without Cause. Bank may terminate Employee's employment at any time without Cause, by giving thirty (30) days advance notice in writing to Employee.

4.4 Employee's Rights Upon Termination. In the event that this Agreement is terminated by Bank without cause or is terminated by Employee for Good Reason, Employee shall receive all Base Salary to be paid according to this Agreement through February 28, 2003 plus one (1) years Base Salary. Such amount shall be paid on an accelerated basis in a lump-sum on the termination date. Additionally, Employee shall be entitled to participate, at the Bank's expense, in the employee benefits provided pursuant to Section 2.3 above for one (1) year from the termination date. The stock option entitlement under Section 2.5 shall remain in full force and effect through March 1, 2006. Employee's rights upon termination shall be subject to determinations of safety, soundness and fairness of any and all regulatory entities. In the event that this Agreement is terminated by Bank for Cause, Employee shall be entitled to receive all pay and benefits earned through the date of termination with any benefits being paid in arrears being pro rated through the date of termination. The stock option entitlement under Section 2.5 shall terminate thirty (30) business days after such termination by Bank for cause.

5. Covenant Not to Compete. From March 1, 2001 and for a period of one (1) year following the termination of this Agreement for any reason, Employee shall not, without prior written consent of Bank, engage in any business activity, directly or indirectly, on his own behalf or as a partner, shareholder (except by ownership of less than five percent (5%) of the stock of a publicly-held bank or corporation), director, trustee, principal, agent, employee, consultant or otherwise, with any bank, thrift, savings and loan or credit union having an office or branch within a 25-mile radius of any of Bank's offices or branches.

6. Change in Control.

6.1 Change in Control. Upon the occurrence of a Change in Control (as herein defined)

the Bank shall provide Change in Control Benefits to Employee as set forth below. A "Change in Control" for the purposes of this Agreement shall be deemed to have occurred if either (i) any person, together with his, her or its Affiliates or Associates, acquires beneficial ownership, directly or indirectly, of shares of CSB Bancorp, Inc. ("CSB"), entitling such person, together with such Affiliates or Associates, to cast more than twenty percent (20%) of the votes eligible to be cast at any meeting of shareholders of CSB, (ii) a change occurs in the acquisition of the ability to control the election of a majority of CSB's or Bank's directors, (iii) a change occurs in the acquisition of a controlling influence over the management or policies of CSB or Bank by any person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of CSB (the "Existing Board") cease for any reason to constitute at least a majority thereof, provided that any individual whose election or nomination for election as member of the Existing Board was approved by a vote of at least a majority of the Continuing Directors then in office shall be considered a Continuing Director. For purposes of this definition, a person shall be deemed the "beneficial owner" of any shares of CSB (i) which such person or any of its Affiliates or Associates, as defined below, beneficially owns, directly or indirectly; (ii) which such person or any of its Affiliates or Associates, has directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding or (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of CSB. For purposes of this Agreement, a "person" shall mean any individual, firm, company, partnership, other entity or group, and the terms "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as of the date hereof. Provided however, that a Change of Control shall not be deemed to have resulted from any transfer (i) to CSB; (ii) to a fiduciary for the benefit of the transferring owner or his spouse or lineal descendants or (iii) by will or by operation of the laws of descent and distribution.

6.2 Change in Control Benefits. The Change in Control Benefits that Employee shall be entitled to receive in accordance with the provisions hereof are as follows:

(a) Employee shall receive a cash payment equal to the remaining Base Salary portion of this Agreement through February 28, 2003 plus one (1) years Base Salary, all in a lump sum at the closing of the Change of Control event. The stock option entitlement under paragraph 2.5 of this Agreement shall remain in full force and effect.

(b) Employee shall receive continued coverage for one (1) year under a health plan with benefits the same or similar to those Employee had with Bank prior to the Change in Control.

6.3 Tax Obligations. In the event that any Change in Control Benefits which Employee is entitled to receive from Bank (either under this Agreement or otherwise) constitute an "excess parachute payment" as defined for the purposes of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), then such Change in Control Benefits shall be reduced such that no "excess parachute payment" is received by Employee from Bank.

6.4 Mitigation of Benefits. Employee shall not be required to mitigate the amount of any paid Change in Control Benefit by seeking other employment or otherwise, nor shall the amount of any Change in Control Benefit be reduced by any compensation earned by Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Employee to Bank or for any other reason.

7. Confidential Information and Property of Bank.

7.1 Confidential Information. Employee acknowledges and agrees that in connection with his employment by Bank, Employee will have access to certain confidential and proprietary information owned by and related to Bank. For purposes of this Agreement, "Confidential Information" means any proprietary information of or related to Bank, including but not limited to: (i) operations manuals and guidelines, marketing manuals and plans and business strategies, techniques and methodologies; (ii) financial information, including information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, sales reports and business plans; (iii) any and all active prospective mergers or acquisitions of Bank, and all financial data, pricing terms, information memoranda and due diligence reports relating thereto; (iv) all internal memoranda and other office records, including electronic and data processing files and records and financial information regarding customers of Bank and (v) any other information constituting a trade secret under governing trade secrets law.

7.2 Non-Disclosure of Confidential Information. Employee shall not at any time willfully use, disclose or divulge any such Confidential Information to any person, firm or corporation, except: (i) in connection with the discharge of his duties hereunder; (ii) with the prior written consent of Bank which consent may be withheld in Bank's sole discretion or (iii) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event Employee shall notify Bank as promptly as practicable and, if possible, prior to making such disclosure. Employee shall use his best efforts to prevent any such disclosure by others.

8. Remedies. For purposes of Sections 5 and 7 of this Agreement, Employee acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and that it would be extremely difficult or impracticable to replace such services, that the material provisions of this Agreement are of crucial importance to Bank and that any damage caused by the breach of this Agreement could result in irreparable harm to the business of Bank. Accordingly, Employee agrees to employ his reasonable best efforts at all times to honor and comply with all of the provisions of this contract.

9. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings of the parties with respect to the subject matter hereof.

No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto.

10. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party (including without limitation service by overnight courier service) to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, at the address set forth below, or on the date of service if delivered by facsimile to the facsimile number then utilized by the party receiving the facsimile. All notices shall be addressed to the parties to be served as follows:

(a) If to Bank:

The Commercial and Savings Bank of Millersburg

6 West Jackson Street

Millersburg, Ohio 44654

Attn: Dr. Daniel Miller, Chairman of the Board

Copy to:

Dinsmore & Shohl LLP

1900 Chemed Center

255 East Fifth Street

Cincinnati, Ohio 45202

Attn: John E. Barnes, Esq.

(b) If to Employee:

C. James Bess

901 Kenyon Rd.

Lupton, Michigan 48635

11. Severability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, and this Agreement shall be construed and enforced to the maximum extent permitted by law.

12. Waiver. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

13. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to principles of conflicts of law.

14. Assignment. Employee may not assign any rights under this Agreement without the prior written consent of Bank. If Bank, or any entity resulting from any stock purchase, merger or consolidation with or into Bank, is merged with or consolidated into or with any other entity or entities, or if substantially all of the stock or operating assets of any of the aforementioned entities is sold or otherwise transferred to another entity, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity in, or the entity resulting from, such asset purchase, merger or consolidation, or the entity to which such assets are sold or transferred.

15. Headings; Gender. The headings contained in this Agreement are for reference purposes only and should not affect in any way the meaning or interpretation of this Agreement. When the context requires, the gender of all words used herein shall include the masculine, feminine and neuter.

16. Mutual Negotiation. Each party has been represented by counsel in drafting and negotiating this Agreement.

This Agreement shall therefore be deemed to have been negotiated, prepared and drafted jointly hereto. This Agreement shall not be construed against any party as the sole drafter or author of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

THE COMMERCIAL AND SAVINGS BANK OF MILLERSBURG, an Ohio state bank

By: /s/ DR. DANIEL MILLER

Dr. Daniel Miller

Its: Chairman of the Board of Directors

/s/ SHIRLEY J. ROBERTS

Witness

/s/ SAMUEL P. RIGGLE, JR.

Witness

EMPLOYEE

/s/ C. JAMES BESS

C. James Bess

/s/ SAMUEL P. RIGGLE, JR.

Witness

/s/ SHIRLEY J. ROBERTS

Witness

EX-10

SEPARATION, WAIVER AND MUTUAL RELEASE AGREEMENT

THIS SEPARATION, WAIVER AND MUTUAL RELEASE AGREEMENT (the "Agreement") is made as of the 16th day of November, 2000, by and among CSB Bancorp, Inc., an Ohio corporation ("CSB"), The Commercial and Savings Bank of Millersburg, an Ohio corporation, (the "Bank"), (CSB and Bank are hereinafter collectively referred to as the "Company") and Douglas D. Akins, an individual residing at ________________________, ____________, Ohio, ________ ("Akins").

RECITALS

A. Akins is President and Chief Executive Officer of both CSB and Bank.

B. Akins is an at will employee of both CSB and Bank with no written employment or other agreement between him and either of CSB or Bank.

C. Akins and the Company desire permanently to terminate any and all employment relationships between them as of the date hereof, and further desire to reach a complete and final settlement of any claims Akins may have against CSB or Bank.

NOW THEREFORE, in consideration of the promises, undertakings and payments described below, the parties hereto agree as follows:

1. Akins' last day of employment with CSB and Bank was November 16, 2000.

2. Akins represents that he has not filed, assigned or transferred any complaints, charges or claims against the Company or their respective directors, officers of employees or, if he has done so, he will dismiss all such complaints, charges, or claims with prejudice. Akins also agrees not to bring any charges, complaints or claims against the Company or their respective directors, officers or employees with respect to any matter arising out of Akins' employment or termination of that employment.

3. Akins, for himself, his representatives, agents, estate, successors and assigns, does hereby release and forever discharge the Company and their respective employees, officers, shareholders, directors, agents, attorneys, successors and assigns, from any and all actions or causes of action, suits, past, present or future claims for damages of any kind, complaints, contracts, liabilities, agreements, promises, debts and damages, whether existing or contingent, known or unknown, arising out of his former relationship with the Company. Akins agrees that, exclusively as to his release and waiver of claims under the ADEA, he has been advised that he should consult with an attorney prior to executing this Agreement; he shall have up to 21 days in which to consider this Agreement (and that the execution of this Agreement in a period of less than 21 days is his knowing and free act and deed); and that after signing this Agreement, he may revoke his release and waiver of claims under the ADEA for a period of seven days following said execution (the "Revocation Period"). All other provisions of this Agreement shall become effective and enforceable upon execution hereof; provided, however, that if Akins revokes his release and waiver of claims under the ADEA during the Revocation Period, the Company may revoke the Agreement in its entirety during the seven-day period following Akins' revocation.

4. Bank agrees to pay Akins the following amounts as consideration for the promises made by Akins hereunder:

(a) Company shall pay to Akins, on a biweekly basis, severance compensation for the period beginning November 16, 2000 and ending May 31, 2001. Payment shall be made in arrears with the first payment being made November 30, 2000 and the last payment being made on June 14, 2001 (the "Termination Date") in the amount of $91,500.

(b) Company shall, upon execution of this Agreement, make the maximum contribution allowed to Akins' account in the CSB 401-K Plan with respect to the period ending on November 16, 2000 for wages paid to that date.

(c) Company shall pay to Akins all amounts due Akins with respect to board of directors meetings of CSB and Bank attended by Akins prior to November 16, 2000.

(d) Akins agrees to elect COBRA coverage with respect to the health insurance plan maintained by Company in which Akins participates. Company shall pay all premiums associated with such COBRA coverage through May 30, 2001.

(e) Company shall continue to pay the premiums with respect to all life insurance on the life of Akins paid for by Company. Such payments shall be made to provide that life insurance through May 30, 2001.

5. Akins agrees to provide consulting services to Company in return for the payments specified above. Akins agrees to make himself available at least ten (10) hours per week as requested by Company. Akins and Company agree that services may be performed in person or at a remote location as agreed by the parties. Company shall pay all reasonable out-of-pocket expenses incurred by Akins in performance of his consulting services.

6. This Agreement contains the entire agreement among the parties regarding the matters set forth herein. There are no other understandings or agreements, verbal or otherwise, in relation thereto among the parties, except as herein expressly set forth.

7. This Agreement may be executed in several counterparts, each of which shall have the force and effect of an original.

8. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement on the date set forth above.

WITNESS:	CSB BANCORP, INC.
/s/ SAMUEL M. STEIMEL	By: /s/ DANIEL J. MILLER Printed Name: Daniel J. Miller Its: Chairman
WITNESS:	THE COMMERCIAL AND SAVINGS BANK OF MILLERSBURG
/s/ SAMUEL M. STEIMEL	By: /s/ DANIEL J. MILLER Printed Name: Daniel J. Miller Its: Chairman
WITNESS:
/s/ SANDRA L. MILLER	By: /s/ DOUGLAS D. AKINS
	Douglas D. Akins

EX-10

September 22, 2000

Mr. Douglas D. Akins

President and CEO

Commercial and Savings Bank

91 North Clay Street

Millersburg, Ohio 44654

RE: Letter of Agreement

Dear Doug:

Thank you for your interest in Alex Sheshunoff Management Services, L.P. (ASM). We certainly appreciate your longevity in our Affiliation Program. As you indicated during our conversation today, you would like ASM to conduct a review to determine the scope and nature of support ASM will provide Community and Savings Bank (the "Bank") in response to regulatory recommendations. Please allow this letter to serve as the Agreement between our organizations for this proposed engagement.

Project Approach

The scope of the review will include but not necessarily limited to policy, procedures, and operational practices in the following areas:

Lending

Loan Loss Reserve Methodology

Asset/Liability Management

Trust

Technology

The review will involve examination of current policies, data gathering, interviews with appropriate staff members, analysis, and an exit overview with you and your management team. From the review, ASM will develop a proposal for support based on your needs and expectations.

The review will be conducted by a team of two ASM Senior Consultants and will begin Wednesday, October 4th, with an exit interview on Friday, October 7th.

Fees and Professional Arrangements

The professional fee for this Organizational Review will be $15,000, plus customary out-of-pocket expenses. Those expenses typically cover airfare, lodging, meals and transportation. As we discussed, the assessment will be conducted October 4-6, 2000, with confirmed acceptance from you by Wednesday, September 27, 2000. To accept this proposal, please sign in the space indicated below and fax to our offices at (512) 479-8189. An initial fee of $7,500 will be due upon acceptance, and the remainder of the professional fee will be billed upon completion of the engagement.

The Bank acknowledges that ASM provides a valuable service by identifying and assigning personnel for this engagement. The Bank further acknowledges that it would receive substantial additional value and ASM would be deprived of its workforce, if the Bank were to hire ASM personnel after they have been introduced to the Bank by ASM. Without the prior written consent of the President or CEO of ASM, the Bank agrees not to recruit or hire any ASM personnel who are or have been assigned to perform work until one (1) year after the completion of this engagement in effect between the parties. In the event that the Bank hires any ASM personnel who are or have been assigned to perform work for the Bank, the Bank agrees to pay ASM $250,000 within 30 days of the date of such hiring, as a fee for the additional benefit obtained by the Bank.

Doug, we look forward to working with you on this project. If you have any questions, please do not hesitate to call me at (800) 477-1772.

Sincerely,

/s/ William R. Hawkins

William R. Hawkins

Managing Consultant

Alex Sheshunoff Management Services, L.P.

Accepted for Commercial and Savings Bank, Millersburg, Ohio

Signature: /s/ Douglas D. Akins

Printed Name: Douglas D. Akins

Title: President and CEO

Date: September 22, 2000

ADDENDUM TO PROPOSAL TO IMPROVE REGULATORY COMPLIANCE

AND PERFORMANCE THROUGH

BUSINESS PROCESS IMPROVEMENT ASSISTANCE

FOR

COMMERCIAL & SAVINGS BANK

THIS ADDENDUM (the "Addendum") between THE COMMERCIAL AND SAVINGS BANK, a commercial bank chartered under the laws of the State of Ohio ("Bank") and ALEX SHESHUHOFF MANAGEMENT SERVICES, L.P., a _______________ limited partnership ("ASM") is entered into this 10th day of October, 2000.

RECITALS

WHEREAS, Bank and ASM are parties to that certain Proposal to Improve Regulatory Compliance and Performance Through Business Process Improvement Assistance for Commercial & Savings Bank of even date herewith (the "Agreement"); and

WHEREAS, under the terms and subject to the conditions of the Agreement, ASM shall provide certain consulting services to Bank, including but not limited to the implementation of certain policies, processes and procedures.

NOW, THEREFORE, in consideration of mutual promises expressed in this Addendum, the undersigned parties agree as follows:

1. ASM hereby represents and warrants that, the policies and procedures recommended by ASM for implementation at Bank (i) are to the best knowledge of ASM sufficient policies and procedures to meet applicable federal and statement requirements, and (ii) to the knowledge of ASM, have not been found to be defective by any regulatory body having jurisdiction over any bank. ASM will assign experienced consultants that will use their expertise to assist in writing policy and procedure manuals that should meet the applicable state and federal law, and regulatory requirements. ASM will work with outside counsel to address any regulatory issues that should arise from the new policies and procedures. If legal advice is required, the services of a competent professional should be sought.

2. If the policies and procedures recommended by ASM to Bank are not implemented and following by Bank personnel, ASM shall have no obligation to Bank under this Addendum.

3. ASM agrees that, in the event that the representations and warranties of ASM set forth in Section 1 of this Addendum are breached at any time, ASM will provide Bank with additional consulting services without charge until such time as such representations and warranties are true and correct.

4. ASM warrants only those policies and procedures specifically noted in the proposal. These include the operating areas of Trust, Lending, Deposit Operations and Retail Banking operations. ASM specifically is not contractually obligated to correct deficiencies in the areas of technology, vendor contract management, management capability or other areas not specifically noted in the agreement.

5. This Addendum contains terms and conditions in addition to those contained in the Agreement and is intended to become part of the Agreement. It is expressly understood that to the extent, if any, that the terms and conditions of this Addendum are different from, or conflict with, those set forth in the Agreement or any future agreements, this Addendum shall control.

6. This Addendum may not be amended except by an instrument in writing duly executed and delivered on behalf of the parties hereto. Any agreement on the part of a party to any waiver shall be valid only if set forth in any instrument in writing duly executed and delivered on behalf of such party.

7. This Addendum may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute together the same document.

EX-11

EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

	Years ended December 31,
	2000	1999	1998
Average basic common shares outstanding	2,628,998 =======	2,651,910 =======	2,637,012 =======
Average diluted common shares outstanding	2,629,733 ========	2,652,836 =======	2,637,956 ========
Net income	$320,893 =======	$4,266,286 ========	$4,230,644 ========
Basic and diluted earnings per common share	$ 0.12 ======	$ 1.61 ======	$ 1.60 =======

EX-13

EXHIBIT 13

EXCERPTS OF CSB BANCORP, INC. 2000 ANNUAL REPORT TO SHAREHOLDERS

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors

CSB Bancorp, Inc.

Millersburg, Ohio

We have audited the accompanying consolidated balance sheets of CSB Bancorp, Inc. as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting amounts and disclosures in the financial statements. An audit also includes assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CSB Bancorp, Inc. as of December 31, 2000 and 1999, and the consolidated results of its operations and cash flows for each of the three years in the period ended December 31, 2000, in conformity with generally accepted accounting principles.

	/S/ CROWE, CHIZEK AND COMPANY LLP Crowe, Chizek and Company LLP
Columbus, Ohio March 14, 2001

<PAGE>

CSB BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2000 and 1999

	2000	1999
ASSETS
Cash and noninterest-earning deposits with banks	$ 12,958,359	$ 10,525,878
Interest-earning demand deposits with banks	234,263	257,199
Federal funds sold	2,660,000	2,484,000
Total cash and cash equivalents	15,852,622	13,267,077
Securities available for sale, at fair value	27,189,712	30,544,038
Securities held to maturity (Fair values of $70,328,759 in 2000 and $73,631,014 in 1999)	69,360,098	74,843,191
Total loans	205,818,199	198,280,304
Less allowance for loan losses	(7,460,370)	(3,418,797)
Loans, net	198,357,829	194,861,507
Premises and equipment, net	9,249,920	8,941,975
Accrued interest receivable and other assets	5,202,069	4,088,680
Total assets	$325,212,250	$326,546,468
LIABILITIES
Deposits
Noninterest-bearing	$ 30,336,143	$ 29,047,575
Interest-bearing	238,246,776	240,891,867
Total deposits	268,582,919	269,939,442
Securities sold under repurchase agreements	15,583,527	12,835,554
Federal Home Loan Bank borrowings	8,464,827	9,709,831
Accrued interest payable and other liabilities	1,041,043	859,963
Total liabilities	293,672,316	293,344,790
SHAREHOLDERS' EQUITY
Common stock, $6.25 par value: 9,000,000 shares authorized; 2000 - 2,667,786 shares issued; 1999 - 2,667,791 shares issued	16,673,667	16,673,693
Additional paid-in capital	6,413,915	6,387,800
Retained earnings	9,840,016	10,702,853
Treasury stock at cost: 2000 - 43,408 shares; 1999 - 8,807 shares	(1,338,432)	(173,802)
Accumulated other comprehensive income (loss)	(49,232)	(388,866)
Total shareholders' equity	31,539,934	33,201,678
Total liabilities and shareholders' equity	$325,212,250	$326,546,468

See accompanying notes to consolidated financial statements.

<PAGE>

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2000, 1999 and 1998

	2000	1999	1998
Interest and dividend income
Loans, including fees	$20,115,631	$17,714,902	$18,087,424
Taxable securities	2,894,997	3,078,731	2,744,169
Nontaxable securities	2,453,521	2,308,239	1,923,459
Other	32,725	605,154	648,931
Total interest income	25,496,874	23,707,026	23,403,983
Interest expense
Deposits	11,220,253	10,869,276	10,603,600
Other	1,561,238	812,866	959,335
Total interest expense	12,781,491	11,682,142	11,562,935
Net interest income	12,715,383	12,024,884	11,841,048
Provision for loan losses	6,142,464	1,100,055	1,050,979
Net interest income after provision for loan losses	6,572,919	10,924,829	10,790,069
Other income
Service charges on deposit accounts	800,964	772,133	716,992
Merchant fees	252,319	241,538	165,144
Trust services	459,680	302,586	211,878
Gain on sale of loans	47,998	308,424	14,378
Security gains	236	6,369	64
Gain on sale of other real estate owned	1,189	-	155,134
Other income	456,478	432,838	351,969
Total other income	2,018,864	2,063,888	1,615,559
Other expenses
Salaries and employee benefits	4,429,679	3,911,510	3,438,817
Occupancy expense	541,537	423,609	324,900
Equipment expense	445,021	397,319	484,672
Office supplies	192,436	200,316	187,136
Franchise tax expense	381,276	353,523	382,359
Professional fees	621,239	105,910	102,827
Other expenses	2,579,363	2,181,304	1,923,488
Total other expenses	9,190,551	7,573,491	6,844,199
Income (loss) before income taxes	(598,768)	5,415,226	5,561,429
Provision for (benefit from) income taxes	(919,661)	1,148,940	1,330,785
Net income	$  320,893	$4,266,286	$4,230,644
Basic and diluted earnings per common share	$ 0.12	$ 1.61	$1.60

See accompanying notes to consolidated financial statements.

<PAGE>

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years ended December 31, 2000, 1999 and 1998

	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income	Total Shareholders' Equity
Balance, January 1, 1998	$ 8,216,191	$5,135,899	$13,907,908	$(56,000)	$ 70,482	$27,274,480
Comprehensive income
Net income			4,230,644			4,230,644
Other comprehensive loss, net of tax					(465)	(465)
Total comprehensive income						4,230,179
Common stock issued:
Under dividend reinvestment program	56,153	414,238				470,391
Under 401(k) plan	56,433	413,054				469,487
Cash dividends declared ($.60 per share)			(1,584,438)			(1,584,438)
Stock split (100% stock dividend)	8,261,478		(8,261,478)
Balance December 31, 1998	16,590,255	5,963,191	8,292,636	(56,000)	70,017	30,860,099
Comprehensive income
Net income			4,266,286			4,266,286
Other comprehensive loss, net of tax					(458,883)	(458,883)
Total comprehensive income						3,807,403
Common stock issued:
Under dividend reinvestment program	69,199	328,607				397,806
Under 401(k) plan	14,239	96,002				110,241
Cash dividends declared ($.70 per share)			(1,856,069)			(1,856,069)
Purchase of 2,407 treasury shares				(117,802)		(117,802)
Balance, December 31, 1999	16,673,693	6,387,800	10,702,853	(173,802)	(388,866)	33,201,678
Comprehensive income
Net income			320,893			320,893
Other comprehensive income, net of tax					339,634	339,634
Total comprehensive income						660,527
Common stock transactions under dividend re-investment program	(26)	34,498		304,100		338,572
Exercise of 1,800 stock options		(8,383)		38,500		30,117
Cash dividends declared ($.45 per share)			(1,183,730)			(1,183,730)
Purchase of 48,842 treasury shares				(1,507,230)		(1,507,230)
Balance, December 31, 2000	$16,673,667	$6,413,915	$9,840,016	$(1,338,432)	$(49,232)	$31,539,934

See accompanying notes to consolidated financial statements.

<PAGE>

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2000, 1999 and 1998

	2000	1999	1998
Cash flows from operating activities
Net income	$ 320,893	$ 4,266,286	$ 4,230,644
Adjustments to reconcile net income to net cash from operating activities
Security amortization and accretion	140,290	88,697	(50,335)
Depreciation	499,973	360,121	398,058
Gain on sale of other real estate owned	(1,189)	-	(155,134)
Gain on sale of loans	(47,998)	(308,424)	(14,378)
Loan sale proceeds	2,722,633	13,501,374	1,514,878
Originations of loans held for sale	(2,698,500)	(10,195,992)	(7,140,639)
Securities gains	(236)	(6,369)	(64)
FHLB stock dividends	(147,200)	(129,600)	(123,900)
Provision for loan losses	6,142,464	1,100,055	1,050,979
Deferred income taxes	(1,436,845)	53,573	(136,000)
Changes in
Net deferred loan fees	(51,938)	132,606	(51,812)
Accrued interest receivable	37,933	(112,113)	413,825
Accrued interest payable	70,781	(7,820)	23,691
Other assets and liabilities	176,012	(436,153)	(33,351)
Net cash from operating activities	5,727,073	8,306,241	(73,538)
Cash flows from investing activities
Net change in time deposits with financial institutions	-	-	3,000,000
Securities available for sale
Proceeds from maturities and repayments	4,000,000	11,013,639	12,056,364
Purchases	-	(16,024,022)	(10,952,355)
Securities held to maturity
Proceeds from maturities and repayments	6,328,950	9,932,898	10,026,163
Purchases	(969,782)	(21,589,616)	(13,896,868)
Loan originations, net of payments	(9,586,848)	(5,586,843)	(11,855,820)
Property and equipment expenditures	(807,918)	(3,784,214)	(2,169,680)
Proceeds from sale of other real estate	69,895	-	336,134
Net cash from investing activities	(965,703)	(26,038,158)	(13,456,062)
Cash flows from financing activities
Net change in deposits	$(1,356,523)	$ 4,192,884	$24,543,289
Net increase in securities sold under repurchase agreements	2,747,973	3,065,035	2,479,760
Advances on FHLB borrowings	-	1,000,000	-
Principal reductions on FHLB borrowings	(1,245,004)	(1,401,288)	(1,575,744)
Shares issued for 401(k) plan	-	110,241	469,487
Purchase of treasury shares	(1,507,230)	(117,802)	-
Stock options exercised	30,117	-	-
Cash dividends paid	(845,158)	(1,458,263)	(1,114,047)
Net cash from financing activities	(2,175,825)	5,390,807	24,802,745
Net change in cash and cash equivalents	2,585,545	(12,341,110)	11,273,145
Cash and cash equivalents at beginning of year	13,267,077	25,608,187	14,335,042
Cash and cash equivalents at end of year	$15,852,622	$13,267,077	$25,608,187
Cash paid during the year for:
Interest	$12,710,710	$11,689,962	$11,539,244
Income taxes	438,350	1,363,000	1,385,000
Supplemental disclosures:
Loans transferred from held for sale to portfolio	$20,533,301	-	-
Loans transferred from portfolio to held for sale	-	-	$17,996,000

See accompanying notes to consolidated financial statements.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank, together referred to as "the Company." Intercompany transactions and balances are eliminated in consolidation.

The Company provides financial services through its main office and eight branches located in Millersburg, Ohio, and nearby communities. These communities are the source of substantially all deposit, loan and trust activities. The majority of the Company's income is derived from commercial and retail lending activities and investments in securities. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by both residential and commercial real estate.

Business Segments: While the Company's chief decision-makers monitor the revenue streams of the various Company products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company's banking operations are considered by management to be aggregated in one reportable operating segment.

Use of Estimates: To prepare financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, realization of deferred tax assets, fair value of certain securities, fair value of financial instruments and determination and carrying value of impaired loans are particularly subject to change.

Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions under 90 days, and federal funds sold. Net cash flows are reported for loan and deposit transactions.

Cash Reserve Requirements: The Company is required by the Federal Reserve to maintain reserves consisting of cash on hand and noninterest-earning balances on deposit with the Federal Reserve Bank. The required reserve balance at December 31, 2000 and 1999 was $3,342,000 and $3,346,000.

Securities: Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported separately in shareholders' equity, net of tax. Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income. Other securities such as Federal Home Loan Bank stock are carried at cost.

Interest income includes amortization of purchase premium or discount. Gains and losses on sales are based on the amortized cost of the security sold. Securities are written down to fair value when a decline in fair value is not temporary.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans: Loans are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.

Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days. Payments received on such loans are reported as principal reductions.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off.

A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage, consumer, and credit card loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the assets' useful lives on a straight-line basis.

Servicing Rights: Servicing rights are recognized as assets for purchased rights and for the allocated value of retained servicing rights on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance. Servicing rights were not material during any period presented.

Foreclosed Real Estate: Real estate acquired in settlement of a loan is recorded at fair value at acquisition. Any reduction from carrying value of the related loan to fair value at the time of acquisition is accounted for as a loan loss. After acquisition, a valuation allowance reduces the carrying value to the lower of the initial amount or fair value less estimated costs to sell. Other real estate owned included on the balance sheet was $69,000 at year-end 1999, and there was no other real estate owned at year-end 2000.

Long-Term Assets: These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts.

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Compensation: Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are shown to measure expense for options granted after 1994, using an option-pricing model to estimate fair value.

Income Taxes: Income tax expense is the total of the current-year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Financial Instruments: Financial instruments include credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer-financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.

Earnings Per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements.

The weighted average number of common shares outstanding for basic and diluted earnings per share computations were as follows:

	2000	1999	1998
Weighted average common shares outstanding (basic)	2,628,998	2,651,910	2,637,012
Dilutive effect of assumed exercise of stock options	735	926	944
Weighted average common shares outstanding (diluted)	2,629,733	2,652,836	2,637,956

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, which are also recognized as separate components of equity.

New Accounting Pronouncement: Beginning January 1, 2001, a new accounting standard requires derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values will be recorded in the income statement. Fair value changes involving hedges will generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. Adoption of this standard on January 1, 2001 had no effect since the Company has no derivative holdings.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Financial Statement Presentation: Certain items in the prior year's financial statements have been reclassified to correspond with the current year's presentation.

NOTE 2 - SECURITIES

Year-end securities are as follows:

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
2000
Available for sale
U.S. Treasury securities	$ 1,000,244	$ 1,747	$ -	$ 1,001,991
Obligations of U.S. government corporations and agencies	22,933,459	5,201	(72,560)	22,866,100
Mortgage-related securities	1,000,000	-	(8,979)	991,021
Total debt securities	24,933,703	6,948	(81,539)	24,859,112
Other securities	2,330,600	-	-	2,330,600
Total securities available for sale	$27,264,303	$ 6,948	$ (81,539)	$27,189,712
Held to Maturity
U.S. Treasury securities	$ 101,722	$ 26,778	$ -	$ 128,500
Obligations of U.S. government corporations and agencies	18,496,494	6,304	(61,708)	18,441,090
Obligations of states and political subdivisions	50,761,882	1,095,898	(98,611)	51,759,169
Total securities held to maturity	$69,360,098	$1,128,980	$(160,319)	$70,328,759
1999
Available for sale
U.S. Treasury securities	$ 4,005,693	$ 3,420	$ (90)	$ 4,009,023
Obligations of U.S. government corporations and agencies	23,939,139	1,112	(593,482)	23,346,769
Mortgage-related securities	1,000,000	-	(154)	999,846
Total debt securities	28,944,832	4,532	(593,726)	28,355,638
Other securities	2,188,400	-	-	2,188,400
Total securities available for sale	$31,133,232	$ 4,532	$ (593,726)	$30,544,038
Held to Maturity
U.S. Treasury securities	$3,104,636	$15,309	$ -	$ 3,119,945
Obligations of U.S. government corporations and agencies	20,499,017	-	(569,065)	19,929,952
Obligations of states and political subdivisions	51,239,538	228,859	(887,280)	50,581,117
Total securities held to maturity	$74,843,191	$244,168	$(1,456,345)	$73,631,014

Contractual maturities of debt securities at year-end 2000 were as follows. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

	Amortized Cost	Fair Value
Available for sale
Due in one year or less	$ 4,999,416	$ 4,994,179
Due after one through five years	18,934,287	18,873,912
Mortgage-related securities	1,000,000	991,021
Total debt securities available for sale	$24,933,703	$24,859,112
Held to maturity
Due in one year or less	$ 3,423,089	$ 3,426,392
Due after one year through five years	33,198,152	33,314,592
Due after five years through ten years	31,939,233	32,739,883
Due after ten years	799,624	847,892
Total debt securities held to maturity	$69,360,098	$70,328,759

No securities were sold during any period presented. Gains reported in the consolidated statements of income resulted from securities called or settled by the issuers.

Securities with a carrying value of approximately $59,283,000 and $58,704,000 were pledged at year-end 2000 and 1999, to secure public deposits, as well as other deposits and borrowings as required or permitted by law.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 3 - LOANS

Year-end loans are as follows.

	2000	1999
Commercial	$ 85,458,066	$ 86,185,570
Commercial real estate	39,121,614	35,690,254
Residential real estate	56,342,175	31,511,348
Residential real estate loans held for sale	-	20,533,301
Installment and credit card	18,033,177	17,644,690
Construction	7,542,893	7,446,805
Subtotal	206,497,925	199,011,968
Less: Allowance for loan losses	(7,460,370)	(3,418,797)
Net deferred loan fees	(679,726)	(731,664)
Loans, net	$198,357,829	$194,861,507

Activity in the allowance for loan losses for the year was as follows.

	2000	1999	1998
Beginning balance	$3,418,797	$2,887,721	$2,349,039
Provision for loan losses	6,142,464	1,100,055	1,050,979
Loans charged off	(2,246,719)	(605,149)	(568,597)
Recoveries	145,828	36,170	56,300
Ending balance	$7,460,370	$3,418,797	$2,887,721

As a result of an increase in nonperforming loans during 2000 and a regulatory examination performed in the second quarter of 2000, management analyzed certain of its credits, resulting in increased loan charge-offs and specific and general allocations of its allowance for loan losses, which caused an increase in the provision for loan losses during the year.

Impaired loans were as follows.

	2000	1999
Year-end loans with no allowance for loan losses allocated	$ 94,115	$ 562,088
Year-end loans with allowance for loan losses allocated	11,873,133	1,982,472
Amount of the allowance allocated	3,276,307	484,853
Average of impaired loans during the year	4,698,923	2,857,586
Interest income recognized during impairment	471,341	177,864
Cash-basis interest income recognized	376,832	168,045

Nonperforming loans, including certain impaired loans and smaller-balance homogeneous loans such as residential mortgage and consumer loans that are collectively evaluated for impairment, were as follows at year-end.

	2000	1999
Loans past due over 90 days still accruing interest	$ 226,000	$1,008,000
Nonaccrual loans	1,119,000	529,000

Loans serviced for others totaled approximately $22,363,000 and $23,512,000 at year-end 2000 and 1999.

NOTE 4 - PREMISES AND EQUIPMENT

Year-end premises and equipment are as follows.

	2000	1999
Land and improvements	$1,134,883	$1,135,883
Buildings and improvements	8,763,035	8,218,472
Furniture and equipment	3,805,907	3,673,452
Leasehold improvements	79,978	79,978
Total	13,783,803	13,107,785
Accumulated depreciation	(4,533,883)	(4,165,810)
Premises and equipment, net	$9,249,920	$8,941,975

The Bank leases certain office locations. Total rental expense under these leases was approximately $66,000, $82,000 and $94,000 in 2000, 1999 and 1998. Future minimum lease payments are not material.

<PAGE>

NOTE 5 - INTEREST-BEARING DEPOSITS

Interest-bearing deposits at year-end are as follows.

	2000	1999
Demand	$ 43,581,761	$ 43,055,596
Statement and passbook savings	33,908,917	37,507,777
Certificates of deposit:
In excess of $100,000	41,263,494	43,325,094
Other	119,492,604	117,003,400
Total	$238,246,776	$240,891,867

At year-end 2000, stated maturities of time deposits were as follows.

2001	$108,659,240
2002	44,122,658
2003	5,324,293
2004	2,649,907
Total	$160,756,098

NOTE 6 - BORROWINGS

The Company borrows from the Federal Home Loan Bank (FHLB) to fund certain fixed-rate residential real estate loans. These borrowings carry fixed interest rates ranging from 5.60% to 7.15% at year-end 2000 and 1999, with 10-, 15- or 20-year maturities. Monthly principal and interest payments are due on the borrowings. In addition, a principal curtailment of 10% of outstanding principal balance is due on the anniversary date of each borrowing. Future estimated principal payments, including curtailments, are as follows:

2001	$2,107,807
2002	981,957
2003	869,268
2004	768,491
2005	677,904
Thereafter	3,241,400
Total	$8,464,827

At December 31, 2000, the FHLB borrowings are collateralized by the Company's FHLB stock owned and $11.4 million of qualifying mortgage loans. Based upon the amount of FHLB stock owned, the Bank has the ability to obtain up to $46 million of advances from the FHLB.

Securities sold under agreements to repurchase generally mature within three months from the transaction date. Physical control is maintained for all securities sold under repurchase agreements. Information concerning securities sold under agreements to repurchase is summarized as follows.

	2000	1999
Average balance during the year	$13,233,967	$ 9,932,976
Average interest rate during the year	4.46%	3.10%
Maximum month-end balance during the year	$15,583,527	$13,874,000

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 7 - INCOME TAXES

The provision for income taxes was as follows.

	2000	1999	1998
Current	$ 517,184	$1,095,367	$1,466,785
Deferred	(1,436,845)	53,573	(136,000)
Total income tax provision (benefit)	$(919,661)	$1,148,940	$1,330,785

The differences between the financial statement provision and amounts computed by applying the statutory federal income tax rate of 34% to income before income taxes are as follows:

	2000	1999	1998
Income taxes computed at the statutory federal tax rate	$(203,581)	$1,841,177	$1,890,886
Add (subtract) tax effect of tax exempt interest income	(850,171)	(790,141)	(659,445)
Nondeductible interest expense	136,795	113,760	99,699
Other	(2,704)	(15,856)	(354)
Total income tax provision	$(919,661)	$1,148,940	$1,330,786

The tax effects of principal temporary differences and the resulting deferred tax assets and liabilities that comprise the net deferred tax asset included in other assets on the balance sheet are as follows at year-end.

	2000	1999
Allowance for loan losses	$2,378,727	$1,009,669
Unrealized loss on securities available for sale	25,361	200,324
Tax credit carryforward	219,775	-
Other	50,604	35,383
Deferred tax asset	2,674,467	1,245,376
Accretion	(19,514)	(15,679)
Deferred loan fees	(20,515)	-
Depreciation	(180,469)	(86,160)
FHLB stock dividend	(209,202)	(159,154)
Other	(37,517)	(39,015)
Deferred tax liability	(467,217)	(300,008)
Net deferred tax asset	$2,207,250	$945,368

The Company has sufficient taxes paid in and available for recovery to warrant recording the full deferred tax asset without a valuation allowance. The tax credit carryforward asset arose from alternative minimum tax paid in 2000, and may be carried forward indefinitely.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 8 - EMPLOYEE BENEFITS

Profit Sharing Plan: The Company maintains a contributory profit sharing plan covering substantially all its employees who meet certain age and service requirements. Under the plan, the Company contributes 3% of each eligible participant's compensation during the year and matches participant contributions up to 2% of each participant's compensation during the year. Both of these contributions are dependent on availability of sufficient net income from current or prior years. Additional contributions may be made as approved by the Board of Directors. Expense under this plan for 2000, 1999 and 1998 was $179,000, $93,000 and $116,000.

Stock Option Plan: On January 1, 1997, the Board of Directors granted options to purchase 1,800 shares of common stock at an exercise price of $9.05 to an officer of the Company. One-third of the options awarded become exercisable on each of the first three anniversaries of the date of grant. Therefore, 1,200 of the options were exercisable on December 31, 1999 with the remaining 600 becoming exercisable on January 1, 2000. Expense recorded for the options is not material. All options were exercised in 2000.

The options granted had an estimated grant-date fair value of $12 per share. Had compensation cost for stock options been recorded, net income would have decreased approximately $4,000 in 1998 and 1999, and $0 in 2000, with no impact on earnings per share.

NOTE 9 - COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENCIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer-financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

Financial instruments with off-balance sheet risk were as follows at year-end.

	2000		1999
	Fixed Rate	Variable Rate	Fixed Rate	Variable Rate
Commitments to make loans (at market rates)	$523,001	$ 255,000	$ 342,570	$ 3,546,000
Unused lines of credit and letters of credit	693,125	36,682,147	2,433,226	40,671,438

Commitments to make loans are generally made for periods of 60 days or less. The fixed-rate loan commitments have interest rates ranging from 8.63% to 10.00% at year-end 2000.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 10 - RELATED-PARTY TRANSACTIONS

In the ordinary course of business, loans are granted to executive officers, directors and their related business interests. The following is an analysis of activity of related party loans, for loans aggregating $60,000 or more to any one related party, for 2000.

Balance at January 1, 2000	$2,263,015
New loans and advances	1,744,059
Repayments	(1,300,600)
Other changes	25,959
Balance at December 31, 2000	$2,732,433

Other changes represent loans applicable to one reporting period that are excludable from the other reporting period. Deposits from executive officers, directors and their related business interests at year-end 2000 and 1999 were approximately $3,295,000 and $2,838,000.

NOTE 11 - REGULATORY MATTERS

The Company and Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective-action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion and plans for capital restoration are required. In the most recent notifications received by the Company and the Bank, each was categorized as well capitalized. There are no conditions or events since those notifications that management believes have changed the Company's or the Bank's category.

Written Agreement: On November 22, 2000, the Company and its subsidiary Bank entered into a Written Agreement with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions which, among other things, requires the Company and Bank to complete a review of the Board of Directors and Management; make improvements in the lending function including, but not limited to, policies and procedures, documentation, and a plan for the reduction of adversely classified assets; and prepare new policies and procedures for internal audit, internal controls, asset/liability management, trust, and information technology. The Company and Bank cannot declare or pay dividends without prior written approval of the regulators. The Company's application to declare a fourth quarter 2000 dividend was not approved by its regulators.

Failure to comply with the Written Agreement could result in additional regulatory supervision and/or action. All filings required under the Written Agreement have been within the time frames set forth in the agreement.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 11 - REGULATORY MATTERS (Continued)

At year-end, the capital requirements were met. Actual capital levels, in thousands, and minimum required levels were:

	Actual		Minimum Required for Capital Adequacy Purposes		Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount	Ratio	Amount	Ratio	Amount	Ratio
2000
Total capital (to risk-weighted assets)
Consolidated	$34,312	16.0%	$17,112	8.0%	$21,389	10.0%
Bank	32,561	15.2	17,164	8.0	21,455	10.0
Tier 1 capital (to risk-weighted assets)
Consolidated	31,578	14.8	8,556	4.0	12,834	6.0
Bank	29,820	13.9	8,582	4.0	12,873	6.0
Tier 1 capital (to average assets)
Consolidated	31,578	9.7	13,034	4.0	16,293	5.0
Bank	29,820	9.2	13,004	4.0	16,255	5.0
1999
Total capital (to risk-weighted assets)
Consolidated	$36,257	17.0%	$17,076	8.0%	$21,345	10.0%
Bank	33,322	15.7	16,988	8.0	21,235	10.0
Tier 1 capital (to risk-weighted assets)
Consolidated	33,580	15.7	8,538	4.0	12,807	6.0
Bank	30,658	14.4	8,494	4.0	12,741	6.0
Tier 1 capital (to average assets)
Consolidated	33,580	10.3	13,041	4.0	16,301	5.0
Bank	30,658	9.4	13,017	4.0	16,271	5.0

The Company's primary source of funds with which to pay dividends is dividends received from the Bank. The payment of dividends by the Bank to the Company is subject to restrictions by its regulatory agency. These restrictions generally limit dividends to current and prior two-years retained earnings. Also, dividends may not reduce capital levels below the minimum regulatory requirements disclosed above. Under the agreement discussed above, the Bank and the Company cannot pay dividends without prior regulatory approval.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 12 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Following are condensed parent company financial statements.

Year-end Condensed Balance Sheets

	2000	1999
Assets:
Cash deposited with subsidiary bank	$ 1,169,549	$ 2,335,796
Investment in subsidiary bank	29,780,551	30,279,728
Securities held to maturity	498,368	498,181
Other assets	91,466	87,973
Total assets	$31,539,934	$33,201,678
Equity	$31,539,934	$33,201,678

Condensed Statements of Income

	2000	1999	1998
Interest on securities	$ 24,837	$ 24,837	$ 24,837
Dividends from subsidiary	1,183,855	1,856,069	1,584,231
Total income	1,208,692	1,880,906	1,609,068
Operating expenses	74,223	63,948	92,536
Income before taxes and equity in undistributed earnings of subsidiary	1,134,469	1,816,958	1,516,532
Income tax benefit	25,236	21,742	-
Equity in undistributed earnings of subsidiary (distributions received in excess of earnings)	(838,812)	2,427,586	2,714,112
Net income	$ 320,893	$4,266,286	$4,230,644

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 12 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)

Condensed Statements of Cash Flows

	2000	1999	1998
Cash flows from operating activities
Net income	$320,893	$4,266,286	$4,230,644
Adjustments to reconcile net income to cash provided by operations
Security accretion	(187)	(187)	(187)
Equity in (undistributed earnings)/excess distributions of subsidiary	838,812	(2,427,586)	(2,714,112)
Change in other assets	(3,494)	(21,742)	-
Net cash from operating activities	1,156,024	1,816,771	1,516,345
Cash flows from investing activities
Property expenditures	-	-	(10,177)
Net cash from investing activities	-	-	(10,177)
Cash flows from financing activities
Shares issued for 401(k) plan	-	110,241	469,487
Purchase of treasury shares	(1,507,230)	(117,802)	-
Stock options exercised	30,117	-	-
Cash dividends paid	(845,158)	(1,458,263)	(1,114,047)
Net cash from financing activities	(2,322,271)	(1,465,824)	(644,560)
Net change in cash	(1,166,247)	350,947	861,608
Cash at beginning of year	2,335,796	1,984,849	1,123,241
Cash at end of year	$1,169,549	$2,335,796	$1,984,849

<PAGE>

NOTE 13 - OTHER COMPREHENSIVE INCOME

Other comprehensive income is summarized as follows:

	2000	1999	1998
Unrealized holding gains (losses) on available-for-sale securities	$514,603	$(694,299)	$ (639)
Less reclassification adjustment for losses (gains) recognized in income	-	(983)	(64)
Net unrealized holding gains (losses)	514,603	(695,282)	(703)
Tax effect	(174,969)	236,399	238
Other comprehensive income (loss)	$339,634	$(458,883)	$ (465)

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments at year-end are as follows, in thousands.

	------------2000--------------		-----------1999-----------
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Financial assets
Cash and equivalents	$ 15,853	$ 15,853	$ 13,267	$ 13,267
Securities available for sale	27,190	27,190	30,544	30,544
Securities held to maturity	69,360	70,329	74,843	73,631
Loans, net of allowance for loan losses	198,358	199,956	194,862	195,585
Accrued interest receivable	2,356	2,356	2,394	2,394
Financial liabilities
Demand and savings deposits	$ (107,827)	$ (107,827)	$ (109,611)	$ (109,611)
Time deposits	(160,756)	(161,209)	(160,328)	(158,781)
Repurchase agreements	(15,584)	(15,584)	(12,836)	(12,836)
FHLB borrowings	(8,465)	(8,499)	(9,710)	(9,302)
Accrued interest payable	(543)	(543)	(473)	(473)

The following methods and assumptions were used to estimate fair values for financial instruments. The carrying amount is considered to approximate fair value for cash and short-term instruments, demand deposits, short-term borrowings, accrued interest, and variable rate loans or deposits that reprice fully and frequently. Securities fair values are based on quoted market prices or, if no quotes are available, on the rate and term of the security and on information about the issuer. For long-term fixed-rate loans, deposits and borrowings, and for variable-rate loans or deposits with infrequent repricing, the fair value is estimated by discounted cash flow analysis using current market rates for the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. The fair value of debt is based on currently available rates for similar financing. The fair value of off-balance sheet items is not material.

<PAGE>

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000 and 1999

NOTE 15 - QUARTERLY FINANCIAL DATA (UNAUDITED)

	Interest Income	Net Interest Income	Net Income (Loss)	Basic and Diluted Earnings per Common Share
2000
First quarter	$6,057,822	$3,064,706	$974,071	$ 0.37
Second quarter	6,334,064	3,215,158	(609,267)	(0.22)
Third quarter	6,562,948	3,209,083	716,194	0.27
Fourth quarter	6,542,040	3,226,436	(760,105)	(0.30)
1999
First quarter	$5,819,333	$2,885,178	$918,537	$ 0.35
Second quarter	5,828,010	2,927,544	1,110,743	0.42
Third quarter	5,968,925	3,052,480	1,120,771	0.42
Fourth quarter	6,090,758	3,159,682	1,116,235	0.42

During the second quarter of 2000, the Company's provision for loan losses was $2.7 million, compared to $150,000 in the same period for 1999. This was a result of several factors, one of which was continued volume in the Company's commercial lending, which represents a higher risk of loss than traditional one-to-four family mortgage lending. This combined with the rising interest rate environment, which has impacted the ability of some businesses to meet their scheduled loan payments in accordance with original loan terms. Lastly, information obtained in the second quarter about specific borrower situations led to charge-offs and additional reserve requirements. Net charge-offs were $1.0 million for the second quarter 2000 compared to $394,000 in 1999.

The third quarter 2000 provision for loan losses was $616,000, compared to $151,000 for the same period in 1999. This was a result of the factors noted above. Management continued to identify loans which required additional specific allocations. The provision in 2000 was also impacted by $605,000 in net charge-offs taken in the third quarter compared to $48,000 in 1999.

The fourth quarter 2000 provision for loan losses was $2.6 million, while 1999 was $161,000. During the fourth quarter, information became available to management which indicated that loan repayment on certain loans or credit relationships may not occur as originally estimated. Further, additional credits were identified as having been impacted by recent financial circumstances that called the repayment ability of these companies into question, thus increasing the number of loans identified in the internal loan classifications. As a result, net charge-offs were $403,000 in the fourth quarter, and specific allocations in the portfolio increased. Lastly, management adjusted its loan loss allowance methodology to incorporate additional risk considerations in its problem loan identification process.

In addition to the provision expense mentioned above, the Company experienced higher expenses during the third and fourth quarters than had previously been recorded as a result of the Written Agreement discussed in Note 11. This consisted primarily of additional legal and professional fees and led to a decrease in net income in these two quarters of 2000.

EX-21

CSB BANCORP, INC.

EXHIBIT 21

SUBSIDIARY OF CSB BANCORP, INC.

The Commercial and Savings Bank, Millersburg, Ohio, an Ohio-chartered commercial bank (100% owned.)

EX-23

CSB BANCORP, INC.

EXHIBIT 23

CONSENT OF CROWE, CHIZEK AND COMPANY LLP

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the prospectuses constituting part of the registration statements on Form S-3 for the CSB Bancorp, Inc. Share Owner Dividend Reinvestment Plan and on Form S-8 for The Commercial & Savings Bank of Millersburg Profit Sharing and 401(k) Savings Retirement Plan and Trust of our report dated March 14, 2001 on the consolidated balance sheets of CSB Bancorp, Inc. as of December 31, 2000 and 1999 and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000, which report is incorporated by reference in this Form 10-K.

	/S/ CROWE, CHIZEK AND COMPANY LLP Crowe, Chizek and Company LLP
Columbus, Ohio April 11, 2001

EX-24

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, DAVID W. KAUFMAN, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ DAVID W. KAUFMAN

David W. Kaufman

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, SAMUEL M. STEIMEL, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ SAMUEL M. STEIMEL

Samuel M. Steimel

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, ROBERT K. BAKER, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ ROBERT K. BAKER

Robert K. Baker

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, J. THOMAS LANG, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ J. THOMAS LANG

J. Thomas Lang

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, DANIEL J. MILLER, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ DANIEL J. MILLER

Daniel J. Miller

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, SAMUEL P. RIGGLE, JR., does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ SAMUEL P. RIGGLE, JR.

Samuel P. Riggle, Jr.

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, H. RICHARD MAXWELL, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ H. RICHARD MAXWELL

H. Richard Maxwell

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, F. JOANNE VINCENT, does hereby make, constitute and appoint as her lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for her and in her stead the full power and authority to sign and file on her behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to her herereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of this ______ day of _______________, 2001.

/s/ F. JOANNE VINCENT

F. Joanne Vincent

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, A. LEE MILLER, does hereby make, constitute and appoint as his lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for him and in his stead the full power and authority to sign and file on his behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this 22nd day of March, 2001.

/s/ A. LEE MILLER

A. Lee Miller

LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, PAMELA S. BASINGER, does hereby make, constitute and appoint as her lawful attorney-in-fact, C. James Bess, whose address is 6 West Jackson Street, Millersburg, Ohio 44654, for her and in her stead the full power and authority to sign and file on her behalf, the Form 10-K of CSB Bancorp, Inc. for the period ending December 31, 2000 and any and all amendments thereto filed with the Securities and Exchange Commission.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to her herereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation, hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of this 22nd day of March, 2001.

/s/ PAMELA S. BASINGER

Pamela S. Basinger