EXHIBIT 13.0




                          INDIAN VILLAGE BANCORP, INC.

                       2003 ANNUAL REPORT TO SHAREHOLDERS
















<PAGE>

                                    CONTENTS

LETTER TO SHAREHOLDERS ...................................................     2

BUSINESS OF INDIAN VILLAGE BANCORP, INC...................................     3

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND
  OTHER DATA..............................................................     4

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.....................................     6

REPORT OF INDEPENDENT AUDITORS ...........................................    18

CONSOLIDATED FINANCIAL STATEMENTS

      CONSOLIDATED BALANCE SHEETS ........................................    19

      CONSOLIDATED STATEMENTS OF INCOME ..................................    20

      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)..............    21

      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ....................    22

      CONSOLIDATED STATEMENTS OF CASH FLOWS ..............................    23

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .........................    24

ANNUAL MEETING............................................................    41

STOCK LISTING.............................................................    41

PRICE RANGE OF COMMON STOCK AND DIVIDENDS.................................    41

SHAREHOLDER AND GENERAL INQUIRES..........................................    41

TRANSFER AGENT............................................................    41

ANNUAL REPORT ON FORM 10-KSB..............................................    42

CORPORATE INFORMATION.....................................................    43


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<PAGE>

Dear Shareholders:

On behalf of our Directors, Officers and employees, it is with a great deal of
pleasure to present to you the Indian Village Bancorp, Inc fiscal 2003 annual
report to shareholders. For Indian Village, 2003 was a year of growth and
challenge. This year was filled with uncertainty, fueled by historic low
interest rates and governance issues in corporate America. Despite this
uncertainty, Indian Village experienced a record year of earnings, net income
increased by 67.2% and earnings per share increased by 66.7%.

Our balance sheet on June 30, 2003 also showed positive growth with assets
increasing 15.4% at $98.4 million. Deposits increased by 7.6% at $55.9 million
which along with an increase in borrowings of $8.6 million funded an increase in
securities of $14.7 million Indian Village experienced a decrease in net loans
of $2.8 million, this decrease is primarily attributed to our commitment to
safeguard our net interest margin by not lowering rates on our fixed rate
mortgage loans to remain competitive. Our Management team felt it necessary, not
to risk future earnings of the Company but to closely manage the security
portfolio, using the portfolio for balance sheet management as well as to
improve earnings. Net loans also decreased by $786,000, which is attributed to
the charge-off of a large commercial borrower that filed bankruptcy. This
relationship has continued to impact earnings in fiscal 2003, however,
Management feels that Indian Village has incurred all necessary losses and is
expecting the bankruptcy to be finalized in fiscal first quarter 2004.

We had many accomplishments in fiscal 2003 including the conversion of data
processors and implementation of a new teller platform. The conversion was
completed in February 2003 and took a lot of hard work and dedication from all
of our employees. We also implemented a secondary market loan program that the
Company will begin to see the benefit of other income from in fiscal 2004.
Indian Village will offer competitive fixed rate loans by selling them to Fannie
Mae. This is a transparent transaction to the customers as we will still service
the loans locally.

We are committed to operate as an independent community bank, excelling in
service to our customers and enhancing shareholder value. Our plans for next
year include improved earnings growth, loan and deposit growth, and improved
credit quality on loans. Our strong business development efforts give us
optimism for our prospects in fiscal 2004. Thank you for your support and
investment in Indian Village Bancorp.

Sincerely,

Marty R. Lindon

PRESIDENT AND CEO


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2.

<PAGE>

BUSINESS OF INDIAN VILLAGE BANCORP, INC.

Indian Village Bancorp, Inc. ("IVB", or the "Corporation"), a unitary thrift
holding company incorporated under the laws of the Commonwealth of Pennsylvania,
owns all of the issued and outstanding common shares of Indian Village Community
Bank ("Bank"), a state chartered stock savings bank, and is the sole member of
Delaware Valley Title, LLC ("Title Company"), together referred to as the
Corporation. IVB's activities have been limited primarily to holding the common
shares of the Bank.

Serving the Tuscarawas County, Ohio area, the Bank conducts business from its
main office at 100 South Walnut Street, Gnadenhutten, Ohio and a full-service
branch office at 635 West High Avenue, New Philadelphia, Ohio. The Bank's
principal business is attracting deposits from the general public and
originating loans secured by first mortgages on one- to four-family residential
real estate properties located in its primary market area. The Bank also
originates a limited number of loans for the construction of one- to four-family
residences and permanent mortgage loans secured by multi-family and
nonresidential real estate in its primary market area. In addition to real
estate lending, the Bank originates commercial loans and various types of
consumer credits, including home equity loans and lines of credit, home
improvement loans, motor vehicle loans, loans secured by savings accounts,
unsecured loans and other loans. For liquidity and interest rate management
purposes, the Bank invests in interest-bearing deposits in other financial
institutions, U.S. Agency securities, mortgage-backed securities, municipal
securities, and other investments permitted by applicable law. Funds for lending
and other investment activities are obtained primarily from savings deposits,
which are insured up to applicable limits by the Federal Deposit Insurance
Corporation ("FDIC"), principal repayments on loans, sales and maturities of
securities and borrowings from the Federal Home Loan Bank ("FHLB").

As a savings and loan holding company, IVB is subject to regulation, examination
and oversight by the Office of Thrift Supervision of the United States
Department of the Treasury ("OTS"). As a state chartered stock savings bank, the
Bank is subject to regulation, examination and oversight by the State of Ohio
and the FDIC. The Bank is also a member of the FHLB of Cincinnati.


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                                                                              3.

<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

The following tables set forth certain information concerning the consolidated
financial condition, earnings and other data regarding the Corporation at the
dates and for the periods indicated. Because the conversion of the Bank from a
mutual to a stock savings bank was completed on July 1, 1999, information for
the 1999 fiscal year end is for the Bank.

<TABLE>
<CAPTION>
Selected Financial Condition                              At June 30,                       At December 31,
----------------------------               -------------------------------------        ----------------------
  and Other Data:                           2003            2002          2001           2000           1999
  --------------                           -------        -------        -------        -------        -------
                                                                   (Dollars in thousands)
<S>                                        <C>            <C>            <C>            <C>            <C>
Total amount of:
     Assets                                $98,427        $85,328        $74,217        $65,644        $59,362
     Cash and cash equivalents               2,268          1,605          3,499          1,087          1,340
     Loans, net(1)                          49,674         52,480         48,289         40,799         37,291
     Securities available for sale          40,420         25,721         17,014         20,061         17,074
     Deposits                               55,881         51,957         44,617         36,586         33,153
     Federal Home Loan Bank
       advances                             33,350         24,826         21,200         20,250         17,200
     Shareholders' equity(2)                 8,400          8,263          8,127          8,657          8,749
     Real estate owned, net                     70             70             70            118            118
     Nonperforming assets and
       troubled debt restructurings          1,450          2,115          1,013            445            468
Number of full-service offices                   2              2              2              2              2

</TABLE>


<TABLE>
<CAPTION>

Selected Operations Data:
------------------------                                                               Six months
                                                        Year ended                       ended        Year ended
                                                          June 30,                      June 30,     December 31,
                                           -------------------------------------      ------------   ------------
                                            2003           2002           2001           2000           1999
                                           -------        -------        -------        -------        -------
                                                        (Dollars in thousands, except per share amounts)

<S>                                        <C>            <C>            <C>            <C>            <C>
Interest income                            $ 5,054        $ 5,098        $ 5,079        $ 2,340        $ 3,612
Interest expense                             3,281          3,267          3,378          1,397          1,974
                                           -------        -------        -------        -------        -------
Net interest income                          1,773          1,831          1,701            943          1,638
Provision for loan losses                      305            519             32              5             14
                                           -------        -------        -------        -------        -------
Net interest income after
  provision for loan losses                  1,468          1,312          1,669            938          1,624
Noninterest income                             680            364            283             28             42
Noninterest expense                          1,733          1,547          1,552            828          1,197
                                           -------        -------        -------        -------        -------
Income before income taxes                     415            129            400            138            469
Income tax expense (benefit)                    27           (103)            62              7            181
                                           -------        -------        -------        -------        -------
Net income                                 $   388        $   232        $   338        $   131        $   288
                                           =======        =======        =======        =======        =======

Basic earnings per share (3)               $  1.05        $   .63        $   .90        $   .32        $   .31
                                           =======        =======        =======        =======        =======
Diluted earnings per share (3)             $  1.03        $   .62        $   .90        $   .32        $   .31
                                           =======        =======        =======        =======        =======
Dividends per share (3)                    $  .315        $  .345        $  2.28        $  .065        $    --
                                           =======        =======        =======        =======        =======
</TABLE>


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4.

<PAGE>

<TABLE>
<CAPTION>

Selected Financial Ratios and
-----------------------------
  Other Data:
  ----------                                      At or for the        At or for the
                                                   year ended           six months      At or for the year ended
                                                    June 30,              ended               December 31,
                                             -----------------------     June 30,       ------------------------
                                               2003           2002         2001              2000         1999
                                             ---------     ---------   -------------       ---------    ---------
                                                                    (Dollars in thousands)
<S>                                           <C>           <C>              <C>              <C>           <C>
Performance Ratios:
     Return on assets (ratio of net
       income to average total assets)         0.42%         0.29%           0.48%           0.42%         0.60%
     Return on equity (ratio of net
       income to average equity) (2)           4.59          3.05            4.15            3.00          4.18
     Interest rate spread (4)                  1.97          2.43            2.15            2.61          2.96
     Net interest margin (5)                   2.06          2.73            2.66            3.23          3.56
     Noninterest expense to average
         assets                                1.86          1.95            2.21            2.64          2.50
     Efficiency ratio (6)                     70.65         70.48           78.23           85.27         71.25
     Dividend pay-out ratio (7)               30.00         54.76           31.11           20.31            --
     Net interest income after
         provision for loan losses to
         noninterest expense                  84.71         84.81          107.54          113.29        135.67
     Ratio of average interest-earning
         assets to average interest-bearing
       liabilities                           102.36        102.15          110.24          112.50        113.85
Capital Ratios:
     Average equity to average
       assets (2)                              9.05%         9.61%          11.58%          13.93%        14.41%
     Shareholders' equity to total
       assets at end of period (2)             8.53          9.70           10.95           13.19         14.74
Asset Quality Ratios and Other Data:
     Nonperforming assets to average
         assets (8)                            1.55%         2.67%           1.44%           0.71%         0.98%
     Nonperforming assets to total
       assets at end of period (8)             1.47          2.48            1.36            0.68          0.79
     Nonperforming loans to gross
         loans (9)                             2.75          3.84            1.94            0.79          0.90
     Allowance for loan losses to gross
         loans (9)                             0.54          1.42            0.52            0.58          0.62
     Allowance for loan losses to
       nonperforming loans                    19.42         37.02           26.83           72.48         68.84
     Net charge-offs to average loans          1.54          0.03            0.04              --            --
     Nonperforming loans                      1,380         2,045             943             327           337
     Nonperforming assets                     1,450         2,115           1,013             445           468

</TABLE>

(1)  Loans are shown net of net deferred loan fees and costs, loans in process
     and the allowance for loan losses.
(2)  Consists solely of retained earnings and accumulated other comprehensive
     income at December 31, 1998.
(3)  Earnings and dividends per share are not applicable for the year ended
     December 31, 1998. Earnings per share for 1999 was computed based on net
     income of the Corporation since its stock issuance on July 1, 1999. The
     dividends for 2001 include a $2.00 special distribution.
(4)  The interest rate spread represents the difference between the weighted
     average yield on interest-earning assets and the weighted average cost of
     interest-bearing liabilities.
(5)  The net interest margin represents net interest income as a percent of
     average interest-earning assets.
(6)  The efficiency ratio represents noninterest expense divided by the sum of
     net interest income and noninterest income.
(7)  Dividend pay-out ratio represents dividends declared per share divided by
     net income per share, excluding the $2.00 special dividend in 2001.
(8)  Nonperforming assets consist of nonperforming loans and foreclosed assets.
     Nonperforming loans consist of all accruing loans 90 days or more past due
     and all nonaccrual loans.
(9)  Gross loans are stated at the unpaid principal balances.

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                                                                              5.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS

GENERAL

The following is management's analysis of the Corporation's consolidated
financial condition and consolidated results of operations as of and for the
year ended June 30, 2003, compared to the year ended June 30, 2002. This
discussion is designed to provide a more comprehensive review of the operating
results and financial position than could be obtained from an examination of the
consolidated financial statements alone. This analysis should be read in
conjunction with the consolidated financial statements and related footnotes and
the selected financial data included elsewhere in this report.

FORWARD LOOKING STATEMENTS

When used in this discussion or future filings by the Corporation with the
Securities and Exchange Commission, or other public or shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "believe" or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Corporation
cautions readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made, and to advise readers that
various factors, including but not limited to regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending
activities and competitive and regulatory factors, could affect the
Corporation's financial performance and could cause the Corporation's actual
results for future periods to differ materially from those anticipated or
projected.

The Corporation is not aware of any trends, events or uncertainties that will
have or are reasonably likely to have a material effect on its liquidity,
capital resources or operations except as discussed in this report. The
Corporation is not aware of any current recommendations by regulatory
authorities that would have such effect if implemented.

Except as required by law or regulation, the Corporation does not undertake, and
specifically disclaims, any obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect
occurrence of anticipated or unanticipated events or circumstances after the
date of such statements.


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6.

<PAGE>

FINANCIAL CONDITION

Total assets at June 30, 2003 were $98.4 million compared to $85.3 million at
June 30, 2002, an increase of $13.1 million, or 15.4%. The increase in total
assets consisted of an increase in securities available for sale of $14.7
million, which was partially offset by a decrease in net loans of $2.8 million.
The increase in assets was funded primarily by an increase in FHLB advances of
$8.5 million and an increase in deposits of $3.9 million. In the first quarter
of the year ended June 30, 2003, Management obtained mortgage-matched advances
from the FHLB and used the proceeds to acquire mortgage-backed securities. In
response to market conditions, Management replaced a number of the
higher-yielding securities during the year, resulting in significant realized
gains on the sales of these securities. The decrease in loans consisted
primarily of a decrease in fixed rate one- to four-family residential real
estate loans of $1.4 million and a decrease in nonresidential real estate of
$1.3 million, which was partially offset by an increase in consumer loans of
$516,000. In management's opinion, real estate loans decreased due to
competition from low-rate financing by secondary market lenders.

The $516,000, or 8.7% increase in the consumer loan portfolio between June 30,
2002 and June 30, 2003 consisted primarily of increases in other consumer loans
of $473,000. Consumer loans represented 13.0% and 11.2% of gross loans at June
30, 2003 and June 30, 2002, respectively.

Total deposits were $55.9 million on June 30, 2003 compared to $52.0 million at
June 30, 2002, an increase of $3.9 million, or 7.6%. The increase in total
deposits is primarily the result of increases in certificates of deposits
totaling $3.1 million and an increase in NOW accounts of $801,000. Management
attributes the increase in overall deposits to aggressive pricing in our market
area. Almost all certificates of deposit mature in less than three years with
the majority maturing in the next year.

As a secondary source of liquidity, the Corporation obtains borrowings from the
FHLB of Cincinnati, from which it held advances totaling $33.4 million at June
30, 2003 and $24.8 million at June 30, 2002. The Corporation used these funds to
acquire mortgage-backed securities, as well as to provide for short-term
liquidity needs. FHLB advances at June 30, 2003 consisted of $3.0 million in
short-term variable-rate advances, $10.9 million in long-term fixed-rate
advances and $19.5 million in long-term convertible fixed-rate advances. The
long-term convertible advances have specified conversion dates ranging from one
to five years at which the advances may be converted to a variable rate at the
option of the FHLB. Additional advances may be obtained from the FHLB to fund
future loan growth and liquidity.

Nonperforming assets at June 30, 2003 consisted of $70,000 in real estate owned
and $1.3 million of nonaccrual loans compared to $70,000 in real estate owned
and $2.0 million of nonaccrual loans at June 30, 2002. The decrease in
nonperforming assets was primarily the result of one borrower's loans totaling
$794,000 being charged-off in fiscal 2003. The Corporation is taking action
against this particular borrower. This relationship is more completely described
in the discussion of the provision for loan losses.

RESULTS OF OPERATIONS

The general economic conditions, the monetary and fiscal policies of federal
agencies and the regulatory policies of agencies that regulate financial
institutions affect the operating results of the Corporation. Interest rates on
competing investments and general market rates of interest influence the
Corporation's cost of funds. Lending activities are influenced by the demand for
real estate loans and other types of loans, which in turn is affected by the
interest rates at which such loans are made, general economic conditions and the
availability of funds for lending activities.


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                                                                              7.

<PAGE>

The Corporation's net income primarily depends on its net interest income, which
is the difference between the interest income earned on interest-earning assets,
such as loans and securities, and interest expense incurred on interest-bearing
liabilities, such as deposits and borrowings. The level of net interest income
is dependent on the interest rate environment and the volume and composition of
interest-earning assets and interest-bearing liabilities. Provisions for loan
losses, service charges, gains on the sale of assets, other income, noninterest
expense and income taxes also affect net income.

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2003 TO THE YEAR
ENDED JUNE 30, 2002

NET INCOME. Net income was $388,000 for the year ended June 30, 2003, compared
to $232,000 for the year ended June 30, 2002. The increase in net income for
year ended June 30, 2003 over the prior period was primarily the result of a
decrease in provision for loan losses, and an increase in gains on sales of
securities, partially offset by an increase in non-interest income.

NET INTEREST INCOME. Net interest income totaled $1.8 million for the year ended
June 30, 2003, as compared to $1.8 million for the year ended June 30, 2002,
representing a decrease of $58,000, or 3.2%. The change in net interest income
between 2003 and 2002 is attributable to a decrease in the yield on earning
assets offset by an increase in average net earnings assets.

Interest and fees on loans decreased approximately $200,000, or 5.0%, from $4.0
million for the year ended June 30, 2002 to $3.8 million for the year ended June
30, 2003. The decrease in interest income over the prior period was due to a
lower average balance of loans and a decrease in the yield earned as the result
of declining interest rates during fiscal 2003.

Interest earned on securities totaled $1.2 million for the year ended June 30,
2003, as compared to $1.0 million, for the year ended June 30, 2002. The
increase in 2003 over the 2002 period was a result of a higher average balance
of securities available for sale offset by a decrease in yield earned primarily
because of declining interest rates in 2003.

Interest on interest-bearing deposits and overnight deposits increased to
$30,000 for the year ended June 30, 2003, compared to $10,000 for the year ended
June 30, 2002 due to higher average balances and offset by declines in interest
rates.

Interest paid on deposits decreased $248,000 for the year ended June 30, 2003,
compared to the year ended June 30, 2002. The decrease in 2003 over 2002 was the
result of a decrease in the cost of funds offset by an increase in the average
balance of deposits.

Interest on FHLB advances totaled $1.5 million for the year ended June 30, 2003
and $1.3 million for the year ended June 30, 2002. The increase in 2003 compared
to 2002 was the result of a higher average balance of borrowings slightly offset
by a decrease in the cost of funds. Fixed rate advances did not reprice
downward, despite the decreasing interest rate environment of 2003. The
additional borrowings were used to provide funding for the increase in
securities available for sale and to better leverage the Corporation's capital.

The changes noted above resulted in a decrease in the net interest margin from
2.73% to 2.17%. Management anticipates that the net interest margin will
increase in the future as a result of a resumption of loan growth.


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8.

<PAGE>

PROVISION FOR LOAN LOSSES. The Corporation maintains an allowance for loan
losses in an amount that, in Management's judgment, is adequate to absorb
probable losses inherent in the loan portfolio. While Management utilizes its
best judgment and information available, the ultimate adequacy of the allowance
depends on a variety of factors, including past loan loss experience, known and
inherent risks in the nature and volume of the portfolio, information about
specific borrower situations and estimated collateral values, economic
conditions, and other factors. The provision for loan losses is determined by
management as the amount to be added to the allowance for loan losses after net
charge-offs have been deducted to bring the allowance to a level which is
considered adequate to absorb probable losses inherent in the loan portfolio.

The provision for loan losses for the year ended June 30, 2003 totaled $305,000
compared to $519,000, for the year ended June 30, 2002. The $214,000 decrease in
the provision for the year ended June 30, 2003 was due to a specific provision
in the amount of $460,000 in 2002, which was primarily the result a large
commercial borrowing relationship defaulting on its payments. The borrower, a
modular and manufactured homes dealer, with a credit relationship totaling
$270,000 as of June 30, 2003, filed chapter 7 bankruptcy as of July 29, 2002.
Management has conducted reviews of the Corporation's collateral position and
estimated losses that the Corporation may incur due to lack of collateral or
devaluation of collateral. The secured portion of this relationship is
collateralized by new and used modular and manufactured homes inventory,
receivables and equipment associated with the business. Management has retained
legal counsel specializing in bankruptcy issues to advise the Corporation with
regard to this matter. To date, $794,000 has been charged-off in relation to
this large borrower. Management anticipates that the remaining $270,000 balance
will be collected once the bankruptcy has been finalized.

In addition, another borrower in default, with a loan relationship totaling
$610,000 as of June 30, 2002, filed chapter 11 bankruptcy and has missed the
original deadline to file its reorganization plan with the court. The loans are
secured with one-to-four family and multi-family residential properties. Based
on current appraisals and valuations, Management anticipates that even if the
reorganization plan fails to be implemented or the status of the bankruptcy
changes, the Corporation should sustain minimal loss from this credit
relationship. The Corporation intends to pursue all legal means of redress to
minimize any loss.

The Corporation experienced net charge-offs of $794,000 during the year ended
June 30, 2003 and $15,000 during the year ended June 30, 2002 as a result of the
commercial borrower relationship described above. The allowance for loan losses
totaled $268,000, or 0.54% of gross loans, at June 30, 2003, compared with
$757,000, or 1.42% of gross loans, at June 30, 2002.

NONINTEREST INCOME. Noninterest income includes service charges and other fees,
net gains on sales of securities available for sale and other income. For the
year ended June 30, 2003, noninterest income totaled $680,000 compared to
$364,000 for the year ended June 30, 2002. During the 2003 period, the
Corporation experienced an increase of $322,000 in the net gains on sales of
securities available for sale. Management attributes the net gains on sales of
securities available for sale to the interest rate environment experienced
during fiscal 2003 and does not consider such gains as a recurring source of
income.


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                                                                              9.

<PAGE>

NONINTEREST EXPENSE. Noninterest expense increased $186,000 from the year ended
June 30, 2002 compared to the year ended June 30, 2003. The increase in
noninterest expense during the 2003 period was primarily in salaries and
employee benefits and data processing expense. The increase in salaries and
employee benefits expense is attributable to normal annual merit increases for
employees. The increase in data processing expense is attributable to the data
processing conversion that was completed in February 2003.

INCOME TAX EXPENSE. The volatility of income tax expense is primarily
attributable to the change in income before income taxes. The income tax expense
totaled $27,000 for the year ended June 30, 2003 compared to benefit of $103,000
for the year ended June 30, 2002. The $130,000 increase in the provision for
income taxes experienced in the 2003 period was the result of the change in
income before income taxes and the decrease in nontaxable securities interest.


















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10.

<PAGE>

YIELDS EARNED AND RATES PAID

The following table sets forth certain information relating to the Corporation's
average balance sheet information and reflects the average yield on
interest-earning assets and the average cost of interest-bearing liabilities for
the periods indicated. Such yields and costs are derived by dividing income or
expense by the average balances of interest-earning assets or interest-bearing
liabilities for the periods presented. Average balances were derived from daily
balances.

<TABLE>
<CAPTION>
                                                Year ended                                  Year ended
                                              June 30, 2003                               June 30, 2002
                                   ----------------------------------           -----------------------------------
                                     Average     Interest     Average             Average     Interest      Average
                                   outstanding    earned/      yield/           outstanding    earned/      yield/
                                     balance       paid         rate              balance       paid         rate
                                     -------       ----         ----              -------       ----         ----
<S>                                 <C>          <C>          <C>                <C>          <C>          <C>
(Dollars in thousands)
Interest-earning assets:
   Loans(1)                         $ 51,480       3,839        7.46%            $ 51,224     $  4,039        7.88%
   Investment securities(2):
     Taxable                          25,899         956        3.69               13,561          769        5.67
     Non-taxable(3)                    6,160         347        5.63                6,850          423        6.18
   Interest-bearing deposits and
     federal funds sold                3,404          30        0.88                  723           10        1.38
                                    --------     -------                         --------     --------
     Total interest-earning assets    86,943       5,172        5.95               72,358        5,242        7.24
                                                 -------                                      --------
Noninterest-earning assets             5,988                                        6,828
                                    --------                                     --------
     Total assets                   $ 92,931                                     $ 79,186
                                    ========                                     ========

Interest-bearing liabilities:
   Demand deposits                  $  2,922          23        0.79             $  3,832           28        0.73
   Savings accounts                    5,577          82        1.47                4,943          109        2.21
   Money market accounts               5,989         102        1.70                5,201          131        2.51
   Certificates of deposit            38,178       1,542        4.04               33,791        1,729        5.12
                                    --------     -------       -----             --------     --------
     Total deposits                   52,666       1,749        3.32               47,767        1,997        4.18
   FHLB advances                      29,768       1,532        5.15               23,069        1,270        5.51
                                    --------     -------                         ---------    --------
     Total interest-bearing
       Liabilities                    82,434       3,281        3.98               70,836        3,267        4.61

Noninterest-bearing liabilities        2,304                                          742
                                    --------                                     --------
     Total liabilities                84,738                                       71,578
Equity                                 8,193                                        7,608
                                    --------                                     --------
     Total liabilities and equity   $ 92,931                                     $ 79,186
                                    ========                                     ========

Net interest income;
  interest-rate spread(4)                        $ 1,891        1.97%                         $  1,975        2.63%
                                                 ========     ======                          ========     =======

Net interest margin(5)                                          2.17%                                         2.73%
                                                              ======                                       =======

Average interest-earning assets to
  interest-bearing liabilities                                105.47%                                       102.15%
                                                              ======                                       =======

</TABLE>

(1)  Net of deferred loan fees and costs and loans in process and includes
     nonperforming loans.
(2)  Average balance includes unrealized gains and losses. Yield is based on
     amortized cost.
(3)  Average yield for municipal securities are presented on a tax equivalent
     basis based on an assumed tax rate of 34%.
(4)  Interest rate spread represents the difference between the yield on
     interest-earning assets and the cost of interest-bearing liabilities.
(5)  Net interest margin represents net interest income divided by average
     interest-earning assets.


--------------------------------------------------------------------------------
                                                                             11.

<PAGE>

RATE/VOLUME ANALYSIS

The tables below describe the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected the Corporation's interest income and expense for the periods
presented. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (1) changes in
volume (multiplied by prior year rate), (2) changes in rate (multiplied by prior
year volume) and (3) total changes in rate and volume (the sum of the prior
columns). The combined effects of changes in both volume and rate, that are not
separately identified, have been allocated proportionately to the change due to
volume and the change due to rate:

<TABLE>
<CAPTION>
                                                        Year ended June 30, 2003
                                                         compared to year ended
                                                              June 30, 2002
                                                              ------------
                                                                Increase
                                                               (decrease)
                                                                 due to
                                                                 ------
                                                   Volume         Rate        Total
                                                  --------      ---------    ---------
<S>                                                <C>           <C>           <C>
Interest income attributable to:
     Loans                                         $  21         $(221)        $(200)
     Investment securities:
         Taxable                                     587          (400)          187
         Non-taxable (1)                             (51)          (26)          (77)
     Interest-bearing deposits and
       federal funds sold                             47           (27)           20
                                                   -----         -----         -----

         Total interest-earning assets             $ 604         $(674)        $ (70)
                                                   =====         =====         =====

Interest expense attributable to:
     Demand deposits                               $  (7)        $   2         $  (5)
     Savings accounts                                 13           (40)          (27)
     Money market accounts                            18           (47)          (29)
     Certificates of deposit                         206          (393)         (187)
     FHLB advances                                   349           (87)          262
                                                   -----         -----         -----

         Total interest-bearing liabilities        $ 579         $(565)        $  14
                                                   =====         =====         -----

Net interest income                                                            $ (84)
                                                                               =====
</TABLE>

(1)  Municipal securities are presented on a tax equivalent basis based on an
     assumed tax rate of 34%.


--------------------------------------------------------------------------------
12.

<PAGE>

                                                    Year ended June 30, 2002
                                                     compared to year ended
                                                         June 30, 2001
                                                         -------------
                                                           Increase
                                                          (decrease)
                                                            due to
                                                            ------
                                                 Volume       Rate       Total
                                                ---------   ---------  ---------
Interest income attributable to:
     Loans                                       $ 502       $(111)      $ 391
     Investment securities:
         Taxable                                  (287)       (185)       (472)
         Non-taxable (1)                           213        (139)         74
     Interest-bearing deposits and
       federal funds sold                          (11)        (33)        (44)
                                                 -----       -----       -----

         Total interest-earning assets           $ 417       $(468)      $ (51)
                                                 =====       =====       =====

Interest expense attributable to:
     Demand deposits                             $  30       $ (45)      $ (15)
     Savings accounts                               (2)        (40)        (42)
     Money market accounts                          73         (64)          9
     Certificates of deposit                       234        (305)        (71)
     FHLB advances                                 103         (95)          8
                                                 -----       -----       -----

         Total interest-bearing liabilities      $ 438       $(549)      $(111)
                                                 =====       =====       -----

Net interest income                                                      $  60
                                                                         =====
--------------------------

ASSET AND LIABILITY MANAGEMENT

The Bank, like other financial institutions, is subject to interest rate risk to
the extent that its interest-earning assets reprice differently than its
interest-bearing liabilities. One of the Bank's principal financial objectives
is to achieve long-term profitability while reducing its exposure to
fluctuations in interest rates. The Bank has sought to reduce exposure of its
earnings to changes in market interest rates by managing asset and liability
maturities and interest rates primarily through the maintenance of a high level
of investments in short-term assets in the portfolio, including one- and
three-year adjustable-rate mortgage loans ("ARMs").


--------------------------------------------------------------------------------
                                                                             13.

<PAGE>

As part of its effort to monitor and manage interest rate risk, the Bank uses
the "net portfolio value" ("NPV") methodology adopted by the OTS as part of its
capital regulations. Although the Bank is not currently subject to NPV
regulation because such regulation does not apply to institutions with less than
$300 million in assets and risk-based capital in excess of 12%, application of
NPV methodology may illustrate the Bank's interest rate risk.

Generally, NPV is the discounted present value of the difference between
incoming cash flows on interest-earning and other assets and outgoing cash flows
on interest-bearing and other liabilities. The application of the methodology
attempts to quantify interest rate risk as the change in the NPV that would
result from a theoretical basis point (1 basis point equals 0.01%) change in
market interest rates. The OTS considers an institution to be subject to
interest-rate risk if the NPV would decrease by more than 2% of the present
value of the institution's assets with either a 200 basis point increase or
decrease in market rates. If the NPV would decrease by more than 2% of the
present value of the institution's assets with either an increase or a decrease
in market rates, the institution must deduct 50% of the amount of decrease in
excess of such 2% in the calculation of the institution's risk-based capital.

At June 30, 2003, 2% of the present value of the Bank's assets was $2.0 million.
Because the interest rate risk of a 200 basis point increase in market interest
rates was $0.3 million at June 30, 2003, the Bank would not be required to
deduct any amount from its capital in determining whether the Bank met its
risk-based capital requirement.

Presented below, as of June 30, 2003, is an analysis of the Bank's interest rate
risk as measured by changes in NPV for instantaneous and sustained parallel
shifts of 100 basis points in market interest rates. As illustrated in the
table, the Bank's NPV is more sensitive to a decreasing interest rate
environment. The result principally occurs because, as rates decrease, borrowers
interest rates will adjust downward accordingly, but cost of funds are near
historic lows and may not be able to reprice at the same magnitude. Also, some
of the Bank's borrowings carry fixed rates, which would not adjust downward in a
declining interest rate environment.

<TABLE>
<CAPTION>
                                                                                           NPV as % of
                                                                                         Portfolio Value
                                       Net Portfolio Value                                  Of Assets
                      -----------------------------------------------------     ----------------------------------
       Change                                                                                         Basis Point
      in Rates            $ Amount           $ Change           % Change           NPV Ratio            Change
      --------            --------           --------           --------           ---------            ------
                                     (Dollars in thousands)
       <S>                 <C>                <C>                 <C>                <C>                <C>
        200                $8,110             $(266)              (3)%               8.70%               28bp
        100                $8,579              $203                2                 8.89                47
       Static              $8,376                --               --                 8.42                --
       (100)               $7,944             $(432)              (5)                7.77               (65)
       (200)                 N/A                N/A               --                  N/A                N/A

</TABLE>

The following table is an analysis of the Bank's interest rate risk as of June
30, 2002. As illustrated in the table, the Bank's NPV was more sensitive to an
increasing interest rate environment. The resulted principally because, in a
rising interest-rate environment, the amount of interest the Bank would receive
on its loans would increase relatively slowly as loans are repaid and new loans
are made at higher rates. However, the interest the Bank would pay on its
deposit products would increase more rapidly because the deposit portfolio
generally has shorter periods to repricing.


--------------------------------------------------------------------------------
14.

<PAGE>

<TABLE>
<CAPTION>
                                                                                           NPV as % of
                                                                                         Portfolio Value
                                       Net Portfolio Value                                  Of Assets
                      -------------------------------------------------------   ----------------------------------
       Change                                                                                         Basis Point
      in Rates            $ Amount           $ Change           % Change           NPV Ratio            Change
      --------            --------           --------           --------           ---------            ------
                                      (Dollars in thousands)
       <S>                 <C>               <C>                  <C>                <C>                <C>
        200                $6,492            $(1,501)             (19)%              8.00%              (114)bp
        100                $7,276            $  (717)              (9)               8.63                (51)
       Static              $7,993                 --               --                9.14                 --
       (100)               $8,186            $   193                2                9.06                 (8)
       (200)               $7,991            $    (2)              --                8.61                (53)

</TABLE>

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Also, the interest
rates on certain types of assets and liabilities may fluctuate in advance of
changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. Further, in the event of a change in interest
rates, expected rates of prepayment on loans and mortgage-back securities and
early withdrawal levels from certificates of deposit would likely deviate
significantly from those assumed in making risk calculations.

LIQUIDITY AND CAPITAL RESOURCES

The Corporation's liquidity, primarily represented by cash and cash equivalents,
is a result of its operating, investing and financing activities. These
activities are summarized below for the years ended June 30, 2003, and June 30,
2002.

<TABLE>
<CAPTION>
                                                        Year Ended         Year Ended
                                                         June 30,           June 30,
                                                           2003              2002
                                                       -------------     ------------
                                                                 (In thousands)
<S>                                                      <C>               <C>
Net income                                               $    388          $    232
Adjustments to reconcile net income to
  net cash from operating activities                          617               511
                                                         --------          --------
Net cash from operating activities                          1,005               743
Net cash from investing activities                        (12,406)          (13,479)
Net cash from financing activities                         12,064            10,842
                                                         --------          --------
Net change in cash and cash equivalents                       663            (1,894)
Cash and cash equivalents at beginning of period            1,605             3,499
                                                         --------          --------
Cash and cash equivalents at end of period               $  2,268          $  1,605
                                                         ========          ========

</TABLE>

The Corporation's principal sources of funds are deposits, loan repayments,
maturities of securities and other funds provided by operations. The Corporation
also has the ability to borrow from the FHLB. While scheduled loan repayments
and maturing securities are relatively predictable, deposit flows and early loan
and mortgage-backed securities prepayments are more influenced by interest
rates, general economic conditions and competition. The Corporation maintains
investments in liquid assets based upon management's assessment of (1) need for
funds, (2) expected deposit flows, (3) yields available on short-term liquid
assets and (4) objectives of the asset/liability management program.


--------------------------------------------------------------------------------
                                                                             15.

<PAGE>

The Bank is required by regulations to meet certain minimum capital
requirements. Current capital requirements call for tangible capital of 1.5% of
adjusted total assets, core capital (which, for the Bank, consists solely of
tangible capital) of 3.0% to 4.0% of adjusted total assets (depending on the
Bank's examination rating) and risk-based capital (which, for the Bank, consists
of core capital and general valuation allowances) of 8.0% of risk-weighted
assets (assets are weighted at percentage levels ranging from 0% to 100%
depending on their relative risk). The following table summarizes regulatory
capital requirements and the Bank's actual capital at June 30, 2003

<TABLE>
<CAPTION>
                                                                                 Excess of Actual
                                                                               Capital Over Current
                              Actual Capital          Current Requirement            Requirement
                          ----------------------  -----------------------     ----------------------     Applicable
                           Amount      Percent      Amount      Percent          Amount     Percent      Asset Total
                           ------      -------      ------      -------          ------     -------      -----------
                                                               (Dollars in thousands)
<S>                       <C>          <C>         <C>           <C>            <C>          <C>           <C>
Tangible Capital          $  7,745      8.1%       $  1,443      1.5%           $  6,302     6.6%          $96,190
Core Capital                 7,745      8.1           3,848      4.0               3,897     4.1            96,190
Total Risk-based
  Capital                    8,013     17.2           3,732      8.0               4,281     9.2            46,649

</TABLE>

An application must be submitted and approval from the State of Ohio
Superintendent of Savings Banks must be obtained by the Bank if the proposed
distribution would cause total distributions for that fiscal year to exceed net
income for that year to date plus the Bank's retained net income for the
preceding two years. In addition, as a subsidiary of a savings and loan holding
Corporation regulated by the OTS, the Bank must file a notice with the OTS prior
to the declaration of a dividend.

IMPACT OF NEW ACCOUNTING STANDARDS

New Accounting Pronouncements: The Financial Accounting Standards Board (FASB)
recently issued two new accounting standards, Statement 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, and Statement
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equities, both of which generally become effective in the
quarter beginning July 1, 2003. Because the Corporation does not have or is only
nominally involved in these instruments, the new accounting standards will not
materially affect the Corporation's operating results or financial condition.

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET RISK

The Corporation is a party to financial instruments with off-balance sheet risk
including commitments to originate new loans and commitments to extend credit
under existing lines of credit. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the consolidated balance sheet.


--------------------------------------------------------------------------------
16.

<PAGE>

Off-balance sheet financial instruments whose contract amounts represent credit
and interest rate risk are summarized as follows:

                                                          June 30,
                                                          -------
(dollars in thousands)                             2003             2002
                                                ---------        ---------
Commitments to originate:
   Mortgage loans held for investment             $  279          $   --
   Unfunded home equity and commercial
   real estate lines of credit                    $2,627          $3,841

Commitments to originate new loans or to extend credit are agreements to lend to
a customer as long as there is no violation of any condition established in the
contract. Loan commitments generally expire within 30 to 60 days. Most home
equity line of credit commitments are for a term of five years. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Corporation evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Corporation upon extension of credit, is based on
management's credit evaluation of the borrower.

The following table presents, as of June 30, 2003 the Corporation's significant
fixed and determinable contractual obligations by payment date. The payment
amounts represent those amounts contractually due to the recipient and do not
include any unamortized premiums or discounts or other similar carrying value
adjustments. Further discussion of the nature of each obligation is included in
the referenced note to the consolidated financial statements.

<TABLE>
<CAPTION>

Contractual obligations:          Note        One Year         One to         Three to       Over Five
(dollars in thousands)          Reference      or Less      Three Years      Five Years        Years      Total
----------------------          ---------      -------      -----------      ----------        -----      -----
<S>                                 <C>        <C>             <C>              <C>           <C>        <C>
Deposits without a stated           5          $16,084           --              --             --       $16,084
maturity
Certificates of deposit             5           11,091         19,605           7,460          1,641       39,797
Advances from the FHLB              6            3,000          700              --           29,650       33,350

</TABLE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting and reporting policies of the Corporation are in accordance with
accounting principles generally accepted within the United States of America and
conform to general practices within the banking industry. Application of these
principles requires management to make estimates, assumptions and judgments that
affect the amounts reported in the financial statements and accompanying notes.
These estimates, assumptions and judgments are based on information available as
of the date of the financial statements. Accordingly, as this information
changes, the financial statements could reflect different estimates, assumptions
and judgments.

The most significant accounting policies followed by the Corporation are
presented in Note 1 to the consolidated financial statements. Accounting and
reporting policies for the allowance for loan losses are deemed critical since
they involve the use of estimates and require significant management judgments.
The Corporation provides further detail on the methodology and reporting of the
allowance for loan losses in Note 3.


--------------------------------------------------------------------------------
                                                                             17.

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Indian Village Bancorp, Inc.
Gnadenhutten, Ohio

We have audited the accompanying consolidated balance sheets of Indian Village
Bancorp, Inc. as of June 30, 2003 and 2002, and the related consolidated
statements of income, comprehensive income, shareholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that 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 financial position of Indian Village
Bancorp, Inc. as of June 30, 2003 and 2002, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

                                                    Crowe Chizek and Company LLC

Columbus, Ohio
August 13, 2003


--------------------------------------------------------------------------------
18.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                             June 30, 2003 and 2002
           (Dollars in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             2003         2002
                                                                           --------     --------
ASSETS
<S>                                                                        <C>          <C>
Cash and due from banks                                                    $  1,421     $  1,107
Interest-bearing deposits in other banks                                        847          498
                                                                           --------     --------
     Total cash and cash equivalents                                          2,268        1,605
Securities available for sale, at fair value                                 40,420       25,721
Loans, net of allowance for loan losses                                      49,674       52,480
Premises and equipment, net                                                   1,373        1,428
Real estate owned                                                                70           70
Federal Home Loan Bank stock                                                  1,636        1,294
Bank-owned life insurance                                                     2,252        2,149
Accrued interest receivable                                                     457          461
Other assets                                                                    277          120
                                                                           --------     --------

         Total assets                                                      $ 98,427     $ 85,328
                                                                           ========     ========

LIABILITIES
Deposits $                                                                   55,881     $ 51,957
Federal Home Loan Bank advances                                              33,350       24,826
Accrued interest payable                                                        134          122
Other liabilities                                                               662          160
                                                                           --------     --------
     Total liabilities                                                       90,027       77,065

SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 5,000,000 shares authorized,
   445,583 shares issued                                                          4            4
Additional paid-in capital                                                    3,274        3,255
Retained earnings                                                             6,109        5,838
Unearned employee stock ownership plan shares                                  (311)        (341)
Treasury stock, at cost, 55,704 and 43,444 shares at June 30, 2003
   and 2002                                                                    (782)        (514)
Accumulated other comprehensive income                                          106           21
                                                                           --------     --------
     Total shareholders' equity                                               8,400        8,263
                                                                           --------     --------
         Total liabilities and shareholders' equity                        $ 98,427     $ 85,328
                                                                           ========     ========
</TABLE>


--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
                                                                             19.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                       Years Ended June 30, 2003 and 2002
           (Dollars in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              2003         2002
                                                             -------      -------
<S>                                                          <C>          <C>
INTEREST AND DIVIDEND INCOME
     Loans, including fees
         Taxable                                             $ 3,828      $ 3,987
         Tax-exempt                                               11           52
     Securities
         Taxable                                                 956          770
         Tax-exempt                                              229          279
     Interest-bearing deposits and Federal funds sold             30           10
                                                             -------      -------
         Total interest income                                 5,054        5,098

INTEREST EXPENSE
     Deposits                                                  1,749        1,997
     Federal Home Loan Bank advances                           1,532        1,270
                                                             -------      -------
         Total interest expense                                3,281        3,267
                                                             -------      -------

NET INTEREST INCOME                                            1,773        1,831
Provision for loan losses                                        305          519
                                                             -------      -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES            1,468        1,312

NONINTEREST INCOME
     Service charges and other fees                              103          102
     Gain on sale of securities available for sale, net          461          139
     Increase in cash surrender value of life insurance          103          111
     Other income                                                 13           12
                                                             -------      -------
         Total noninterest income                                680          364

NONINTEREST EXPENSE
     Salaries and employee benefits                              811          743
     Occupancy and equipment                                     225          197
     Professional and consulting fees                            110          100
     Franchise taxes                                             100           92
     Data processing                                             133           97
     Director and committee fees                                  66           66
     Other expense                                               288          252
                                                             -------      -------
         Total noninterest expense                             1,733        1,547
                                                             -------      -------
INCOME BEFORE INCOME TAXES                                       415          129

Income tax expense (benefit)                                      27         (103)
                                                             -------      -------
NET INCOME                                                   $   388      $   232
                                                             =======      =======
BASIC EARNINGS PER COMMON SHARE                              $  1.05      $   .63
                                                             =======      =======
DILUTED EARNINGS PER COMMON SHARE                            $  1.03      $   .62
                                                             =======      =======
</TABLE>


--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
20.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       Years Ended June 30, 2003 and 2002
           (Dollars in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     2003        2002
                                                                     -----       -----
<S>                                                                  <C>         <C>
NET INCOME                                                           $ 388       $ 232

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
     Unrealized gains (losses) on securities available for sale
       arising during period                                           394          78
     Reclassification adjustment for accumulated (gains)
       losses included in net income                                  (309)        (90)
                                                                     -----       -----
         Net unrealized gains (losses) on securities                    85         (12)

COMPREHENSIVE INCOME                                                 $ 473       $ 220
                                                                     =====       =====
</TABLE>


--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
                                                                             21.

<PAGE>


                          INDIAN VILLAGE BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       Years Ended June 30, 2003 and 2002
           (Dollars in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        Unrealized
                                                                                                        Gain (Loss)
                                                     Additional                Unearned                on Securities
                                           Common     Paid-In     Retained       ESOP       Treasury     Available
                                            Stock     Capital     Earnings      Shares       Stock       for Sale     Total
                                          --------    -------     --------     --------     --------     ---------    -------
<S>                                       <C>         <C>         <C>          <C>          <C>          <C>          <C>
BALANCE AT JUNE 30, 2001                  $     4     $ 3,245     $ 5,730      $  (371)     $  (514)     $    33      $ 8,127
Net income for the period                      --          --         232           --           --           --          232
Other comprehensive
  income (loss)                                --          --          --           --           --          (12)         (12)
Cash dividend - $0.345 per share               --          --        (124)          --           --           --         (124)
Release of 2,952 ESOP shares                   --          10          --           30           --           --           40
                                          -------     -------     -------      -------      -------      -------      -------
BALANCE, JUNE 30, 2002                          4       3,255       5,838         (341)        (514)          21        8,263

Net income for the period                      --          --         388           --           --           --          388
Other comprehensive
  income (loss)                                --          --          --           --           --           85           85
Stock options exercised, 2,340 shares          --           1          --           --           28           --           29
Purchase of 14,600 shares of
  treasury stock                               --          --          --           --         (296)          --         (296)
Cash dividend - $0.315 per share               --          --        (117)          --           --           --         (117)
Release of 2,972 ESOP shares                   --          18          --           30           --           --           48
                                          -------     -------     -------      -------      -------      -------      -------
BALANCE, JUNE 30, 2003                    $     4     $ 3,274     $ 6,109      $  (311)     $  (782)     $   106      $ 8,400
                                          =======     =======     =======      =======      =======      =======      =======

</TABLE>

--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
22.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Years Ended June 30, 2003 and 2002
                                 (In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Year             Year
                                                                       Ended            Ended
                                                                   June 30, 2003    June 30, 2002
                                                                   -------------    -------------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                      $    388         $    232
Adjustments to reconcile net income to net cash from
       operating activities:
         Depreciation and amortization                                    149              117
         Premium amortization, net of accretion                           373              128
         Provision for loan losses                                        305              519
         Federal Home Loan Bank stock dividends                           (69)             (67)
         Increase in cash surrender value of life insurance              (103)            (111)
         (Gain) loss on sale of securities available for sale            (461)            (139)
         Compensation expense on ESOP shares                               48               40
         Net change in:
              Accrued interest receivable and other assets               (139)              15
              Accrued expenses and other liabilities                      514                9
                                                                     --------         --------
                  Net cash from operating activities                    1,005              743

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of securities available for sale                       (82,570)         (31,626)
     Proceeds from sales of securities available for sale              52,251           17,888
     Proceeds from maturities of securities available for sale         15,837            5,025
     Net change in loans                                                2,501           (4,705)
     Premises and equipment expenditures, net                            (152)             (41)
     Purchases of Federal Home Loan Bank stock                           (273)             (20)
                                                                     --------         --------
              Net cash from investing activities                      (12,406)         (13,479)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                                             3,924            7,340
     Net change in short-term FHLB advances                               300            2,700
     Proceeds from long-term FHLB advances                              9,000              926
     Principal payments on long-term FHLB advances                       (776)              --
     Cash dividends paid                                                 (117)            (124)
     Proceeds from exercise of stock options                               29               --
     Purchases of treasury stock                                         (296)              --
                                                                     --------         --------
              Net cash from financing activities                       12,064           10,842
                                                                     --------         --------
Net change in cash and cash equivalents                                   663           (1,894)
Cash and cash equivalents at beginning of year                          1,605            3,499
                                                                     --------         --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                             $  2,268         $  1,605
                                                                     ========         ========
</TABLE>


--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
                                                                             23.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial
statements include the accounts of Indian Village Bancorp, Inc. ("IVB") and its
wholly-owned subsidiaries, Indian Village Community Bank ("Bank"), a state
chartered bank, and Delaware Valley Title, LLC (the "Title Company"), together
referred to as the "Corporation." The Title Company, which was formed on
September 12, 2001, did not have any significant assets or activity as of or for
the year ended June 30, 2003. Intercompany accounts and transactions have been
eliminated in consolidation.

The Bank's revenues, operating income and assets are primarily from the
financial institution industry. The Bank is engaged in the business of
residential mortgage, commercial and consumer lending and consumer banking with
operations conducted through its main office located in Gnadenhutten, Ohio and a
branch office located in New Philadelphia, Ohio. These communities and the
contiguous areas are the source of substantially all the Bank's loan and deposit
activities. The majority of the Bank's income is derived from residential,
commercial and consumer lending activities and investments.

Business Segments: While the Corporation's chief decision-makers monitor the
revenue streams of the various Corporation products and services, operations are
managed and financial performance is evaluated on a Corporation-wide basis.
Accordingly, all of the Corporation'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 disclosures provided, and future
results could differ. The allowance for loan losses and fair values of financial
instruments are particularly subject to change.

Cash Flows: Cash and cash equivalents includes cash, deposits with other
financial institutions with original maturities less than 90 days and Federal
funds sold. Net cash flows are reported for loan and deposit transactions.

The Corporation paid interest of $3,269,000 for the year ended June 30, 2003,
and $3,261,000 for the year ended June 30, 2002. The Corporation paid $34,500 in
income taxes for the year ended June 30, 2003. The Corporation did not pay any
income taxes for the year ended June 30, 2002.

Securities: 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 in accumulated other
comprehensive income. Other securities such as Federal Home Loan Bank stock are
carried at cost.

Interest income includes amortization of purchased 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.


--------------------------------------------------------------------------------
24.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans: Loans are reported at the principal balance outstanding, net of unearned
interest, deferred fees and costs, and the allowance for loan losses.

Interest income is reported on the interest method and includes amortization of
net deferred loan fees and costs over the contractual life of the loan. Interest
income is reported on the interest method and includes amortization of net
deferred loan fees and costs over the loan term. Interest income on mortgage and
commercial loans is discontinued at the time the loan is 90 days delinquent
unless the credit is well-secured and in process of collection. Consumer loans
are typically charged off no later than 180 days past due. In all cases, loans
are placed on nonaccrual or charged-off at an earlier date if collection of
principal or interest is considered doubtful.

All interest accrued but not received for loans placed on nonaccrual is reversed
against interest income. Interest received on such loans is accounted for on the
cash-basis or cost-recovery method, until qualifying for return to accrual.
Loans are returned to accrual status when all the principal and interest amounts
contractually due are brought current and future payments are reasonably
assured.

Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required based on past loan loss experience, known and
inherent risks in 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. Loan losses are charged against
the allowance when management believes the uncollectibility of a loan balance is
confirmed.

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 and consumer loans, and on an individual basis for
other loans. If a loan is impaired, a portion of the allowance is allocated so
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 expense is calculated using primarily the
straight-line method over the estimated useful lives of the assets. These assets
are reviewed for impairment when events indicate the carrying amount may not be
recoverable.

Real Estate Owned: Real estate acquired through or instead of loan foreclosure
is initially recorded at the lower of cost or fair value less estimated costs to
sell when acquired, establishing a new cost basis. If the fair value declines, a
valuation allowance is recorded through expense. Costs after acquisition are
expensed.

Stock Compensation: Employee compensation expense under stock options is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, as all options granted had an exercise price equal to
or greater than the market price of the underlying common stock at date of
grant. Pro forma disclosures of net income and earnings per share are shown
using the fair value method of SFAS No. 123 to measure expense for options
grants, using an option pricing model to estimate fair value.


--------------------------------------------------------------------------------
                                                                             25.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

Had compensation cost for stock options been measured using FASB Statement No.
123, net income and earnings per share would have been the pro forma amounts
indicated below.

                                                June 30,           June 30,
                                                  2003               2002
                                                 -----              -----

Net income as reported                           $ 388              $ 232

Deduct: Stock-based compensation expense
  determined under fair value based method         (10)                (8)
                                                    --                 --
Pro forma net income                             $ 378              $ 224
                                                 =====              =====

Basic earnings per share as reported             $1.05              $0.63
Pro forma basic earnings per share               $1.02              $0.61

Diluted earnings per share as reported           $1.03              $0.62
Pro forma diluted earnings per share             $1.00              $0.60

The pro forma effects are computed using option-pricing models, using the
following weighted-average assumptions as of grant date.

     Risk-free interest rate                                4.73
     Expected option life                                   10 years
     Expected stock price volatility                        6.68%
     Dividend yield                                         2.89%

Using these assumptions, the fair value of the options granted during the year
ended June 30, 2002 was $1.71. There were no options granted in the year ended
June 30, 2003.

Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but not
yet allocated to participants, is shown as a reduction of shareholders' equity.
Compensation expense is based on the market price of shares as they are
committed to be released to participant accounts. Dividends on allocated ESOP
shares reduce retained earnings; dividends on unearned ESOP shares reduce debt
and accrued interest.


--------------------------------------------------------------------------------
26.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 bases 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.

Concentration of Credit Risk: The Bank grants primarily one- to four-family
residential mortgage loans to customers in Tuscarawas County, Ohio. These
customers' ability to honor their contracts depends, to a certain extent, on the
economic conditions of Tuscarawas County. The Bank evaluates each customer's
creditworthiness on a case-by-case basis at the time of application. One- to
four-family residential mortgage loans comprise approximately 75% and 73% of the
Bank's loan portfolio as of June 30, 2003 and 2002, respectively.

Financial Instruments: Financial instruments include credit instruments, such as
commitments to make loans 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.

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. These are recognized as a separate
component of equity.

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 now 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 IVB or by IVB to
shareholders

Earnings per Common Share: Basic earnings per common share ("EPS") is net income
divided by the weighted-average number of common shares outstanding during the
period. ESOP shares are considered outstanding for this calculation unless
unearned. Diluted EPS reflects the potential dilution of securities that could
share in earnings such as stock options, warrants or other common stock
equivalents.

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.

New Accounting Pronouncements: The Financial Accounting Standards Board (FASB)
recently issued two new accounting standards, Statement 149, Amendment of
Statement 133 on Derivative instruments and Hedging Activities, and Statement
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equities, both of which generally become effective in the
quarter beginning July, 2003. Because the Corporation does not have or is only
nominally involved in these instruments, the new accounting standards will not
materially affect the Corporation's operating results or financial condition.


--------------------------------------------------------------------------------
                                                                             27.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications: Reclassifications of certain amounts in the 2002 financial
statements have been made to conform to the 2003 presentation.


NOTE 2 - SECURITIES AVAILABLE FOR SALE

The unrealized gains and losses and estimated fair values of securities
available for sale are summarized as follows:

                                        Gross          Gross
                                      Unrealized     Unrealized       Fair
                                        Gains          Losses         Value
                                      --------       ---------      --------
      June 30, 2003
      -------------
      Obligations of states and
        political subdivisions        $    133       $    (16)      $  9,219
      Corporate debt securities             47             --            538
      Mortgage-backed securities           191            (25)        26,695
      Equity securities                     24           (194)         3,968
                                      --------       --------       --------
                                      $    395       $   (235)      $ 40,420
                                      ========       ========       ========
      June 30, 2002
      -------------
      Obligations of states and
        political subdivisions        $     78       $    (43)      $  6,081
      Corporate debt securities             26             --            966
      Mortgage-backed securities            91            (41)        17,274
      Equity securities                     --            (78)         1,400
                                      --------       --------       --------

                                      $    195       $   (162)      $ 25,721
                                      ========       ========       ========

During the year ended June 30, 2003, the Corporation sold securities available
for sale for total proceeds of $52,251,000, resulting in gross realized gains of
approximately $499,000 and gross realized losses of approximately $38,000.
During the year ended June 30, 2002, the Corporation sold securities available
for sale for total proceeds of $17,888,000, resulting in gross realized gains of
approximately $157,000 and gross realized losses of approximately $18,000.


--------------------------------------------------------------------------------
28.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 2 - SECURITIES AVAILABLE FOR SALE  (Continued)

The estimated fair values of debt securities available for sale at June 30,
2003, by contractual maturity, are shown below. Actual maturities may differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties. Securities not
due at a single maturity date, primarily mortgage-backed securities, are shown
separately.

                                                       Fair Value
                                                       ----------
            Due under one year                          $   102
            Due after one year through five years         1,140
            Due after five years through ten years        5,719
            Due after ten years                           6,764
            Mortgage-backed securities                   26,695
                                                        -------
                                                        $40,420

At June 30, 2003 and 2002, securities with a carrying value of $9,336,000 and
$535,000 were pledged to secure FHLB advances.

NOTE 3 - LOANS

Loans are summarized as follows:

<TABLE>
<CAPTION>
                                                            June 30,       June 30,
                                                              2003           2002
                                                            --------       --------
<S>                                                         <C>            <C>
            Real estate loans:
                 One- to four-family residential            $ 37,459       $ 38,898
                 Multi-family residential                      2,339          2,392
                 Nonresidential                                1,798          2,476
                 Construction                                    606          1,863
                 Land                                            315            610
                                                            --------       --------
                                                              42,517         46,239
            Consumer loans:
                 Home equity loans and lines of credit         2,243          2,096
                 Home improvement                                851          1,346
                 Automobile                                    1,690          1,463
                 Loans on deposit accounts                       431            312
                 Unsecured                                       232            187
                 Other                                         1,029            556
                                                            --------       --------
                                                               6,476          5,960

            Commercial business loans                          1,009          1,100
                                                            --------       --------
                                                              50,002         53,299
            Less:
                 Net deferred loan fees and costs                (60)           (62)
                 Allowance for loan losses                      (268)          (757)
                                                            --------       --------

                                                            $ 49,674       $ 52,480
                                                            ========       ========
</TABLE>


--------------------------------------------------------------------------------
                                                                             29.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 3- LOANS (Continued)

Activity in the allowance for loan losses was as follows:

                                              Year        Year
                                             Ended       Ended
                                            June 30,    June 30,
                                              2003        2002
                                              ----        ----

         Balance at beginning of period      $ 757       $ 253
         Provision for losses                  305         519
         Charge-offs                          (794)        (15)
         Recoveries                             --          --
                                             -----       -----

         Balance at end of period            $ 268       $ 757
                                             =====       =====

Nonaccrual loans totaled approximately $1,380,000 and $2,045,000 at June 30,
2003 and 2002. Interest not recognized on nonaccrual loans totaled approximately
$218,000 for the year ended June 30, 2003, and $121,000 for the year ended June
30, 2002. There were $16,000 in loans past due more than 90 days still accruing
interest at June 30, 2003. There were no loans past due more than 90 days and
still accruing interest at June 30, 2002.

Impaired loans were as follows.

<TABLE>
<CAPTION>
                                                                   2003        2002
                                                                  ------      ------
<S>                                                               <C>         <C>
           Year-end loans with no allocated allowance
             for loan losses                                      $   --      $   --
           Year-end loans with allocated allowance
             for loan losses                                         934       1,225
                                                                  ------      ------
               Total                                              $  934      $1,225
                                                                  ======      ======

           Amount of the allowance for loan losses allocated      $   69      $  571



      Average of impaired loans during the year                   $  954      $   12
      Interest income recognized during impairment                    --          --
      Cash-basis interest income recognized                           --          --

</TABLE>

A summary of activity on related party loans is as follows:

                                        Year Ended
                                      June 30, 2003
                                      -------------

            Beginning balance             $ 508
            New loans                       131
            Principal repayments           (113)
                                          -----

            Ending balance                $ 526
                                          =====


--------------------------------------------------------------------------------
30.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 4 - PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows:

                                                    June 30,      June 30,
                                                      2003          2002
                                                    -------       -------

            Land                                    $   260       $   260
            Buildings and improvements                1,208         1,187
            Furniture, fixtures, and equipment          610           579
            Automobiles                                  17            17
                                                    -------       -------
                 Total cost                           2,095         2,043
            Accumulated depreciation                   (722)         (615)
                                                    -------       -------

                                                    $ 1,373       $ 1,428
                                                    =======       =======


Depreciation expense was $122,000 and $117,000, for the years ended June 30,
2003 and 2002, respectively.

NOTE 5 - DEPOSITS

Deposits consisted of the following:

<TABLE>
<CAPTION>
                                                              June 30,     June 30,
                                                               2003          2002
                                                              -------      -------
            <S>                                               <C>          <C>
            Non-interest bearing demand deposit accounts      $   993      $ 1,557
            NOW accounts                                        3,380        2,579
            Money market accounts                               6,200        6,007
            Savings accounts                                    5,511        5,087
            Certificates of deposit                            39,797       36,727
                                                              -------      -------

                                                              $55,881      $51,957
                                                              =======      =======
</TABLE>

The aggregate amount of certificates of deposit accounts with balances of
$100,000 or more at June 30, 2003 and 2002 was $8,434,000 and $6,789,000.
Deposits greater than $100,000 are not federally insured.

At June 30, 2003, the scheduled maturities of time deposits for the next five
years were as follows:

         Year ended June 30,        2004                   $  11,091
                                    2005                      15,226
                                    2006                       4,379
                                    2007                       1,491
                                    2008                       5,969


--------------------------------------------------------------------------------
                                                                             31.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 5 - DEPOSITS (Continued)

Directors and officers of the Corporation are customers of the Bank in the
ordinary course of business. At June 30, 2003 and 2002, deposits from officers
and directors of the Corporation totaled approximately $896,000 and $537,000.

NOTE 6 - FEDERAL HOME LOAN BANK ADVANCES

Outstanding Federal Home Loan Bank advances are summarized as follows:

<TABLE>
<CAPTION>
                                                                        June 30,     June 30,
                                                                          2003         2002
                                                                        -------      -------
      <S>                                                               <C>          <C>
      Short-term cash management advances                               $ 3,000      $ 2,700
      Convertible advances, rates ranging from 5.53% to 6.23%            19,500       19,500
      Fixed-rate advance, rate of 6.35%                                     700          700
      Mortgage-matched advances, rates ranging from 3.40% to 4.80%       10,150        1,926
                                                                        -------      -------

                                                                        $33,350      $24,826
                                                                        =======      =======
</TABLE>

Principal repayments are due over the next five years as follows:

Year ended June 30,        2004                    $ 3,000
                           2005                         --
                           2006                        700
                           2007                         --
                           2008                         --

As a member of the Federal Home Loan Bank system, the Bank has the ability to
obtain borrowings up to a maximum total of 50% of Bank assets subject to the
level of qualified, pledgable one- to four-family residential real estate loans
and Federal Home Loan Bank stock. The interest rates on the convertible
fixed-rate advances are fixed for a specified number of years, then convertible
at the option of the FHLB. If the convertible option is exercised, the advance
may be prepaid without penalty.

Advances under the borrowing agreements are collateralized by a blanket pledge
of the Bank's residential mortgage loan portfolio, FHLB stock and other
securities as noted in Note 3.


--------------------------------------------------------------------------------
32.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 7 - INCOME TAXES

The provision for federal income tax consisted of the following components:

                                                       Year       Year
                                                      Ended      Ended
                                                     June 30,   June 30,
                                                      2003        2002
                                                      -----       -----

          Current tax expense                         $ (85)      $  33
          Deferred tax expense                          112        (136)
                                                      -----       -----

                                                      $  27       $(103)
                                                      =====       =====

The difference between the financial statement income tax expense and amounts
computed by applying the statutory federal income tax rate of 34.0% to income
before income taxes was as follows:

                                                       Year       Year
                                                      Ended      Ended
                                                     June 30,   June 30,
                                                      2003        2002
                                                      -----       -----
          Income taxes computed at the statutory
            tax rate on pretax income                 $ 141       $  44
          Tax effect of:
               Tax-exempt income                        (62)        (91)
               Nondeductible expenses and other         (52)        (56)
                                                      -----       -----

                                                      $  27       $(103)
                                                      =====       =====

The sources of gross deferred tax assets and gross deferred tax liabilities were
as follows:

<TABLE>
<CAPTION>
                                                                    June 30,   June 30,
                                                                     2003        2002
                                                                    -------     -------
<S>                                                                  <C>         <C>
          Deferred tax assets:
               Allowance for loan losses                             $  91       $ 257
               Net operating loss carryforward                          56          --
               Other                                                    61          40
                                                                     -----       -----
                   Total deferred tax assets                           208         297
                                                                     -----       -----

          Deferred tax liabilities:
               Depreciation                                            (52)        (46)
               FHLB stock dividends                                   (109)        (87)
               Unrealized gain on securities available for sale        (55)        (11)
               Other                                                   (31)        (36)
                                                                     -----       -----
                   Total deferred tax liabilities                     (247)       (180)
                                                                     -----       -----

                   Net deferred tax asset (liability)                $ (39)      $ 117
                                                                     =====       =====
</TABLE>


--------------------------------------------------------------------------------
                                                                             33.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 7 - INCOME TAXES (Continued)

The Corporation has not recorded a deferred tax liability of approximately
$199,000 related to approximately $584,000 of cumulative special bad debt
deductions, included in retained earnings, arising through 1987. If the Bank was
liquidated, or would otherwise cease to be in the business of banking, or if tax
laws were to change, this amount would be expensed.

NOTE 8 - RETIREMENT PLANS

Effective January 1, 2000, the Corporation implemented a 401(k) and profit
sharing plan for all eligible employees. To be eligible, an individual must have
at least one year of service and must be 21 or more years old. Eligible
employees may contribute up to 15% of their compensation subject to a maximum
statutory limitation. The Corporation matches 100% of those contributions up to
a maximum of 3% of the participant's compensation. The Corporation may also make
a discretionary contribution. Employee contributions are always 100% vested.
Employer contributions become 100% vested after the participant completes six
years of service. The expense related to this plan was approximately $38,000 for
the year ended June 30, 2003 and $34,000 for the year ended June 30, 2002.

NOTE 9 - EMPLOYEE STOCK OWNERSHIP PLAN

The Bank has established an employee stock ownership plan ("ESOP") for the
benefit of substantially all employees of the Corporation and the Bank. The ESOP
borrowed funds from the Corporation with which to acquire 35,637 common shares
of the Corporation. The loan is secured by the shares purchased with the loan
proceeds and will be repaid by the ESOP with funds from the Bank's discretionary
contributions to the ESOP and earnings on ESOP assets. The shares purchased with
the loan proceeds are held in a suspense account for allocation among
participants as the loan is repaid. When loan payments are made, ESOP shares are
allocated to participants based on relative compensation.

In September 2000, the Corporation declared and paid a $2.00 per share special
distribution. The ESOP purchased an additional 5,783 shares with the proceeds
from the special distribution. The additional shares purchased are held in
suspense and allocated to participants in a manner similar to the original ESOP
shares. Additionally, the ESOP purchased and allocated an additional 476 shares
in fiscal 2001 with the proceeds from the special distribution, as well as
accumulated regular dividends, on allocated shares.

ESOP compensation expense was $48,000 for the year ended June 30, 2003, and
$40,000 for the year ended June 30, 2002. The ESOP shares as of June 30, 2003
and 2002 were as follows:

                                               June 30,     June 30,
                                                 2003         2002
                                               -------      -------

          Shares released for allocation        11,467        8,495
          Unreleased shares                     30,429       33,401
                                               -------      -------
          Total ESOP shares                     41,896       41,896
                                               =======      =======
          Fair value of unreleased shares      $   624      $   484
                                               =======      =======


--------------------------------------------------------------------------------
34.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 9 - EMPLOYEE STOCK OWNERSHIP PLAN (Continued)

The ESOP provides for the repurchase of any stock distributed to a participant
at its fair market value. The fair market value of the allocated shares subject
to repurchase was approximately $235,000 and $123,000 at June 30, 2003 and 2002.

NOTE 10 - STOCK OPTIONS

In September 2001, 41,400 nonqualified options were granted to directors and
officers and 3,000 qualified options were granted to employees of the
Corporation under the 2000 Stock Based Incentive Plan. 4,250 and 250 options
were forfeited during the years ended June 30, 2003 and 2002. 2,340 options were
exercised in the year ended June 30, 2003. The exercise price is the market
price at the time of the grant. The maximum option term is ten years. The
options vest ratably over five years.

Options outstanding at June 30, 2003 were as follows.

                       Outstanding                        Exerciseable
                       -----------                        ------------
                            Weighted Average                         Weighted
Range of                        Remaining                             Average
Exercise                       Contractual                           Exercise
Prices         Number             Life              Number             Price
--------       ------             ----              ------             -----

$12.10         37,560             8.25               5,140            $12.10


NOTE 11 - COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES

The Corporation is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of customers. These
financial instruments include commitments to make loans. The Corporation's
exposure to credit loss in case of nonperformance by the other party to the
financial instrument for commitments to make loans is represented by the
contractual amount of those instruments. The Corporation follows the same credit
policy to make such commitments as is followed for those loans recorded in the
financial statements.

As of June 30, 2003, variable and fixed rate commitments to make loans or fund
outstanding lines of credit amounted to approximately $1,457,000 and $1,449,000.
The interest rates on fixed rate commitments ranged from 5.39% to 9.50% at June
30, 2003. As of June 30, 2002, variable rate and fixed rate commitments to make
loans or fund outstanding lines of credit amounted to approximately $1,631,000
and $2,210,000. Since loan commitments may expire without being used, the
amounts do not necessarily represent future cash commitments.

The Corporation has entered into employment agreements with two officers of IVB
and the Bank. The agreements provide for a term of three years and for
extensions for a period of one year on each anniversary date, subject to review
and approval of the extensions by disinterested members of the


--------------------------------------------------------------------------------
                                                                             35.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 11 - COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES (Continued)

Board of Directors. The employment agreements also provide for a severance
payment and other benefits upon involuntary termination of employment in
connection with any change in control of IVB and the Bank. A severance package
will also be paid on a similar basis in connection with a voluntary termination
of employment where, after the change in control, the officer is assigned duties
inconsistent with his or her position, duties, responsibilities and status
immediately before a change in control. The employment agreements restrict the
officers' right to compete against IVB and the Bank for a period of one year
from the date of termination of the agreement if the officer voluntarily
terminated employment, except upon a change in control.

NOTE 12 - REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by
the federal regulatory agencies. Failure to meet minimum capital requirements
can initiate certain mandatory actions that, if undertaken, could have a direct
material affect on the Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Bank's assets, liabilities and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about the Bank's components, risk weightings and other factors.

At June 30, 2003 and 2002, management believes the Bank complied with all
regulatory capital requirements. Based on the computed regulatory capital
ratios, the Bank was considered well capitalized under the Federal Deposit
Insurance Act at June 30, 2003 and 2002. Management believes no conditions or
events have occurred subsequent to last notification that would cause the Bank's
capital category to change.

Actual capital levels and minimum required levels of the Bank are summarized as
follows:

<TABLE>
<CAPTION>
                                                                                                      Minimum
                                                                                                  Required To Be
                                                                        Minimum Required         Well Capitalized
                                                                           For Capital        Under Prompt Corrective
                                                   Actual               Adequacy Purposes       Action Regulations
                                                   ------               -----------------       -------------------
                                               Amount    Ratio          Amount     Ratio         Amount      Ratio
                                               ------    -----          ------     -----         ------      -----
<S>                                            <C>       <C>            <C>         <C>          <C>         <C>
JUNE 30, 2003
Total capital (to risk-weighted assets)        $8,013    17.2%          $3,732      8.0%         $4,665      10.0%
Tier 1 (core) capital (to
  risk-weighted assets)                         7,745    16.6            1,866      4.0           2,799       6.0
Tier 1 (core) capital (to adjusted
  total assets)                                 7,745     8.1            3,848      4.0           4,810       5.0
Tangible capital (to adjusted
  total assets)                                 7,745     8.1            1,443      1.5            N/A

</TABLE>


--------------------------------------------------------------------------------
36.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 12 - REGULATORY MATTERS (Continued)

<TABLE>

<S>                                            <C>       <C>            <C>         <C>          <C>         <C>
JUNE 30, 2002
Total capital (to risk-weighted assets)        $8,467    16.4%          $4,121      8.0%         $5,151      10.0%
Tier 1 (core) capital (to
  risk-weighted assets)                         7,710    15.0            2,060      4.0           3,091       6.0
Tier 1 (core) capital (to adjusted
  total assets)                                 7,710     9.0            3,431      4.0           4,289       5.0
Tangible capital (to adjusted
  total assets)                                 7,710     9.0            1,287      1.5            N/A

</TABLE>

NOTE 13 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amount and estimated fair values of financial instruments were as
follows:

<TABLE>
<CAPTION>
                                              June 30, 2003                    June 30, 2002
                                              -------------                    -------------
                                         Carrying       Estimated        Carrying        Estimated
                                          Amount        Fair Value        Amount        Fair Value
                                         --------       ----------       --------       ----------
<S>                                      <C>             <C>             <C>             <C>
Financial assets:
   Cash and cash equivalents             $  2,268        $  2,268        $  1,605        $  1,605
   Securities available for sale           40,420          40,420          25,721          25,721
   Loans, net                              49,674          50,715          52,480          53,631
   Federal Home Loan Bank stock             1,636           1,636           1,294           1,294
   Accrued interest receivable                457             457             461             461

Financial liabilities:
   Demand and savings deposits            (16,084)        (16,084)        (15,230)        (15,230)
   Certificates of deposit                (39,797)        (40,972)        (36,727)        (37,569)
   Federal Home Loan Bank advances        (33,350)        (33,222)        (24,826)        (25,550)
   Accrued interest payable                  (134)           (134)           (122)           (122)

</TABLE>

Carrying amount is the estimated fair value for cash and cash equivalents, time
deposits, Federal Home Loan Bank stock, accrued interest receivable and payable,
demand and savings deposits, variable rate loans and Federal Home Loan Bank
advances that reprice frequently and fully. Security fair values are based on
market prices or dealer quotes, and if no such information is available, on the
rate and term of the security and information about the issuer. For fixed rate
loans and certificates of deposit and for variable rate loans with infrequent
repricing or repricing limits, fair value is based on discounted cash flows
using current market rates applied to the estimated life and credit risk. For
fixed rate Federal Home Loan Bank advances and for variable rate advances with
infrequent repricing or repricing limits, fair value is based on current rates
for similar financing. Callable advances whose interest rate is below current
market rates are assumed to be called. The estimated fair value for other
financial instruments and off-balance-sheet loan commitments approximate cost at
June 30, 2003 and 2002 and is not considered significant to this presentation.

--------------------------------------------------------------------------------
                                                                             37.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 14 - EARNINGS PER SHARE

The factors used in the earnings per share computation are as follows:

<TABLE>
<CAPTION>
                                                           Year              Year
                                                          Ended             Ended
                                                         June 30,         June 30,
                                                           2003             2002
                                                           ----             ----
      <S>                                               <C>              <C>
      Basic earnings per common share
          Net income                                    $     388        $     232
                                                        =========        =========
          Weighted average common shares issued           445,583          445,583
          Less: Average treasury shares                   (43,089)         (43,444)
          Less: Average unallocated ESOP shares           (31,866)         (34,877)
                                                        ---------        ---------
      Weighted average shares outstanding                 370,628          367,262
                                                        =========        =========
          Basic earnings per common share               $    1.05        $    0.63
                                                        =========        =========
      Diluted earnings per common share
            Net income                                  $     388        $     232
                                                        =========        =========
            Weighted average shares outstanding           370,628          367,262
            Add:  Dilutive effects of assumed
              exercises of stock options                    6,995            4,123
                                                        ---------        ---------
            Average shares and dilutive potential
              common shares                               377,623          371,385
                                                        =========        =========
          Diluted earnings per common share             $    1.03        $    0.62
                                                        =========        =========

</TABLE>

--------------------------------------------------------------------------------
38.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 15 - PARENT CORPORATION ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of IVB as of June 30, 2003 and 2002, and for the
years then ended is as follows:

                             CONDENSED BALANCE SHEET
                             June 30, 2003 and 2002

                                                            2003         2002
                                                           ------       ------
      ASSETS
          Cash and cash equivalents                        $  114       $  121
          Investment in subsidiary                          7,979        7,829
          Loans receivable                                    319          326
          Other assets                                         --           --
                                                           ------       ------

          Total assets                                     $8,412       $8,276
                                                           ======       ======

      LIABILITIES
          Other liabilities                                $   12       $   13

      SHAREHOLDERS' EQUITY                                  8,400        8,263
                                                           ------       ------

          Total liabilities and shareholders' equity       $8,412       $8,276
                                                           ======       ======


                          CONDENSED STATEMENT OF INCOME
                       Years ended June 30, 2003 and 2002

                                                              Year        Year
                                                             Ended       Ended
                                                            June 30,    June 30,
                                                             2003         2002
                                                             ----         ----
      Interest on loan                                      $  23        $  25
      Dividends from subsidiary                               418          153
      Operating expenses                                      (72)         (85)
                                                            -----        -----
      Income (loss) before income taxes and equity in
        undistributed earnings of subsidiary                  369           93
      Income tax expense (benefit)                            (13)         (20)
                                                            -----        -----
      Income (loss) before equity in undistributed
        earnings of subsidiary                                382          113
      Equity in undistributed earnings of subsidiary            6          119
                                                            -----        -----

      NET INCOME                                            $ 388        $ 232
                                                            =====        =====


--------------------------------------------------------------------------------
                                                                             39.
                                  (Continued)

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
     (Table dollar amounts in thousands, except share and per share amounts)
--------------------------------------------------------------------------------

NOTE 15 - PARENT CORPORATION ONLY CONDENSED FINANCIAL INFORMATION (Continued)

                        CONDENSED STATEMENT OF CASH FLOWS
                        Year ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                                   Year        Year
                                                                  Ended       Ended
                                                                 June 30,    June 30,
                                                                   2003        2002
                                                                   ----        ----
      <S>                                                        <C>          <C>
      CASH FLOWS FROM OPERATING ACTIVITIES
      Net income                                                 $ 388        $ 232
      Adjustments to reconcile net income to cash
        provided by operations:
          Net change in other assets and other liabilities           6           37
          Equity in undistributed income of subsidiary              (6)        (119)
                                                                 -----        -----
               Net cash from operating activities                  388          150

      CASH FLOWS FROM INVESTING ACTIVITIES
      Proceeds from loan principal repayments                       18           19
                                                                 -----        -----
          Net cash from investing activities                        18           19

      CASH FLOWS FROM FINANCING ACTIVITIES
      Cash dividends paid                                         (117)        (124)
      Purchases of treasury stock                                 (296)          --
                                                                 -----        -----
          Net cash from financing activities                      (413)        (124)
                                                                 -----        -----

      Net change in cash and cash equivalents                       (7)          45
      Cash and cash equivalents at beginning of period             121           76
                                                                 -----        -----

      CASH AND CASH EQUIVALENTS AT END OF YEAR                   $ 114        $ 121
                                                                 =====        =====
</TABLE>


--------------------------------------------------------------------------------
40.

<PAGE>


                          INDIAN VILLAGE BANCORP, INC.
                             SHAREHOLDER INFORMATION

ANNUAL MEETING

The Annual Meeting of Stockholders will be held at 1:00 p.m., Eastern Time on
November 5, 2003 at the branch office of the Bank at 635 West High Avenue, New
Philadelphia, Ohio.

STOCK LISTING

Indian Village Bancorp, Inc. common stock trades infrequently and is not traded
on any established securities market, although the stock is listed on the
Over-The-Counter Bulletin Board under the symbol "IDVB". In the past, parties
interested in buying and selling the Corporation's stock have generally been
referred to Sweney Cartwright & Co.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The high and low daily closing prices of the common shares of the Corporation
for each quarter since the beginning of the year ended June 30, 2001, as quoted
by Over-the-Counter Bulletin Board, was as follows:

Quarter Ended                  High              Low           Dividends
------------------            ------           ------          ---------
September 30, 2001            $14.00           $11.40             $0.120
December 31, 2001              14.00            12.35              0.075
March 31, 2002                 15.00            13.10              0.075
June 30, 2002                  15.75            14.50              0.075
September 30, 2002             15.00            15.00              0.075
December 31, 2002              15.15            15.15              0.080
March 31, 2003                 17.50            17.50              0.080
June 30, 2003                  20.20            20.20              0.080


Management does not have knowledge of the prices paid in all transactions and
has not verified the accuracy of those prices which have been reported. Because
of the lack of an established market for the Corporation's stock, these prices
reflect inter-dealer prices with retail mark-up, mark-down or commission and may
not reflect the prices at which the stock would trade in an active market or
actual transactions.

At August 30, 2003, there were 389,879 common shares of Indian Village Bancorp,
Inc. issued and outstanding (including unallocated ESOP shares) and there were
276 holders of record.

SHAREHOLDER AND GENERAL INQUIRIES          TRANSFER AGENT

Marty R. Lindon, President and             Computershare Investor Services LLC
 Chief Executive Officer                   PO Box 2388
Indian Village Bancorp, Inc.               Chicago, IL  60690-2388
100 South Walnut Street                    www.computershare.com
Gnadenhutten, Ohio 44629                   (888) 294-8217
(740) 254-4313


--------------------------------------------------------------------------------
                                                                             41.

<PAGE>

                          INDIAN VILLAGE BANCORP, INC.

ANNUAL REPORT ON FORM 10-KSB

A copy of Indian Village Bancorp, Inc.'s Annual Report on Form 10-KSB for the
year ended June 30, 2003, without exhibits, as filed with the Securities and
Exchange Commission, may be obtained without charge by submitting a written
request to Andrea R. Miley, Vice President-Controller, Indian Village Bancorp,
Inc., 100 South Walnut Street, Gnadenhutten, Ohio 44629.


--------------------------------------------------------------------------------
42.

<PAGE>

                              CORPORATE INFORMATION

CORPORATION AND BANK LOCATIONS

Corporate and Main Office
-------------------------
100 South Walnut Street                          Telephone:  (740) 254-4313
Gnadenhutten, Ohio 44629                         Fax:        (740) 254-9555

Branch Office
-------------
635 West High Avenue                             Telephone:  (330) 308-4867
New Philadelphia, Ohio                           Fax:        (330) 308-9242


DIRECTORS OF THE CORPORATION AND THE BANK

Rebecca S. Mastin (Chairperson            Vernon E. Mishler
     of the Board) Owner of Wendy's            Retired Ohio State Auditor and
     restaurant franchises                     public accountant

John A. Beitzel                           Joanne Limbach
     Executive Vice Presiden of Indian         President of Limbach, Nolan and
     Village Community Bank                    Dantonio, Inc., a state and local
                                               tax consulting firm

Marty R. Lindon                           Cindy S. Knisely
     President and Chief Executive             President of Knisely & Associates
     Officer of Indian Village Community       Accounting and Financial
     Bank                                      Services, Inc., a certified
                                               public accounting firm

Michael A. Cochran
     Attorney in private practice and
     Assistant Prosecuting Attorney for
     Tuscarawas County

OFFICERS OF THE CORPORATION AND THE BANK

Rebecca S. Mastin, Chairperson of the Board
Marty R. Lindon, President & Chief Executive Officer
Michael A. Cochran, Corporate Secretary
John A. Beitzel, Executive Vice President
Lori S. Frantz, Vice President-Administration
Larry S. Kutcher, Vice President-Retail Banking Bank Only
Andrea R. Miley, Vice President-Controller
Elaine A. Tedrow, Vice President-Branch Operations



SPECIAL CORPORATE COUNSEL                        INDEPENDENT AUDITORS

Muldoon Murphy & Faucette LLP                    Crowe Chizek and Company LLC
5101 Wisconsin Avenue, N.W.                      One Columbus
Washington, D.C. 20016                           10 West Broad Street
                                                 Columbus, OH  43215



--------------------------------------------------------------------------------

                                                                          43.