U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

         For the Fiscal Year Ended June 30, 2003

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from N/A to N/A

                         Commission File Number: 0-25971

                          INDIAN VILLAGE BANCORP, INC.
                 (Name of small business issuer in its charter)

       PENNSYLVANIA                                    34-1891199
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

100 SOUTH WALNUT STREET, GNADENHUTTEN, OHIO              44629
(Address of principal executive offices)               (Zip Code)

         Issuer's telephone number, including area code: (740) 254-4313
        Securities registered pursuant to Section 12 (b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)

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

Yes   X      No
    -----       -----

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. X
                                     ---

         The issuer's gross revenues for the year ended June 30, 2003 were
$5,734,000.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $5.2 million, based upon the closing
price ($21.00 per share) as quoted on the OTC Bulletin Board for September 8,
2003. Solely for purposes of this calculation, the shares held by the directors
and officers of the registrant are deemed to be held by affiliates.

         The number of shares outstanding of the registrant's Common Stock as of
September 8, 2003 was 389,879

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2003 annual report to stockholders and the proxy statement for
the 2003 annual meeting of stockholders are incorporated by reference into Parts
II and III, respectively.


<PAGE>


                                      INDEX

                                     Part I

                                                                           Page

Item 1.    Description of Business............................................3
Item 2.    Description of Property...........................................27
Item 3.    Legal Proceedings.................................................28
Item 4.    Submission of Matters to a Vote of Securities Holders.............28

                                     Part II

Item 5.    Market for Common Equity and Related Stockholder Matters..........28
Item 6.    Management's Discussion and Analysis or Plan of Operation.........28
Item 7.    Financial Statements..............................................28
Item 8.    Changes In and Disagreements with Accountants on Accounting
               and Financial Disclosure .....................................28
Item 8A.   Controls and Procedures...........................................28


                                    Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act.............29
Item 10.   Executive Compensation............................................29
Item 11.   Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters....................29
Item 12.   Certain Relationships and Related Transactions....................29
Item 13.   Exhibits and Reports on Form 8-K..................................30
Item 14.   Principal Accountant Fees and Services............................31


                                       2

<PAGE>


           This report contains certain "forward-looking statements" within the
meaning of the federal securities laws. These statements are not historical
facts, rather statements based on Indian Village Bancorp, Inc.'s current
expectations regarding its business strategies, intended results and future
performance. Forward-looking statements are preceded by terms such as "expects,"
"believes," "anticipates," "intends" and similar expressions.

           Management's ability to predict results or the effect of future plans
or strategies is inherently uncertain. Factors which could affect actual results
include interest rate trends, the general economic climate in the market area in
which Indian Village Bancorp, Inc. operates, as well as nationwide, Indian
Village Bancorp, Inc.'s ability to control costs and expenses, competitive
products and pricing, loan delinquency rates and changes in federal and state
legislation and regulation. These factors should be considered in evaluating the
forward-looking statements and undue reliance should not be placed on such
statements. Indian Village Bancorp, Inc. assumes no obligation to update any
forward-looking statements.

PART I

ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL

           Indian Village Bancorp, Inc. ("Indian Village Bancorp"),
headquartered in Gnadenhutten, Ohio, was formed in March 1999 as the holding
company for Indian Village Community Bank ("Indian Village") in connection with
the conversion of Indian Village from mutual to stock form of ownership and is
the sole member of Delaware Valley Title, LLC. The conversion was completed on
July 1, 1999 through the sale of 445,583 shares of common stock by Indian
Village Bancorp at a price of $10.00 per share. Indian Village Bancorp's sole
business activity is the ownership of all of Indian Village's capital stock.
Indian Village Bancorp does not transact any material business other than
through its subsidiary, Indian Village. Indian Village Bancorp is subject to the
regulation of the Office of Thrift Supervision and the Securities and Exchange
Commission. Indian Village Bancorp is listed on the OTC Bulletin Board under the
symbol IDVB.

           Indian Village's principal business is attracting deposits from the
general public and originating loans secured by one-to-four family residential
real estate properties located in its market area. On June 29, 2000, Indian
Village converted from a federally chartered stock savings bank to an
Ohio-chartered stock savings bank. Indian Village is regulated by the Ohio
Division of Financial Institutions and the Federal Deposit Insurance
Corporation. Indian Village's deposits are federally insured by the Federal
Deposit Insurance Corporation. Indian Village is a member of the Federal Home
Loan Bank System.

MARKET AREA

           Tuscarawas County in east central Ohio is Indian Village's primary
market area, although it also originates loans to borrowers and accepts deposits
from individuals residing in contiguous counties. Much of Tuscarawas County is
rural with dairy and grain farming being the primary businesses. Light
manufacturing and services are located in and around the towns of Dover and New
Philadelphia. Major industries include steel, machine tooling, chemicals and
heavy machinery. Because Tuscarawas County is primarily rural and its economy is
based predominately in agriculture, its demographics are generally weaker, on
average, than Ohio and the U.S. as a whole.

COMPETITION

           Indian Village faces intense competition for the attraction of
deposits and origination of loans in its primary market area. Its most direct
competition for deposits has historically come from the several commercial banks
operating in Indian Village's primary market area and, to a lesser extent, from
other financial institutions, such as brokerage firms, credit unions and
insurance companies. Particularly in times of high interest rates, Indian
Village has faced additional significant competition for investors' funds from
short-term money market securities and other corporate and government
securities. Indian Village's competition for loans comes primarily from the
commercial banks and loan brokers operating in its primary market area.
Competition for deposits and the origination of loans may limit Indian Village's
growth in the future.


                                       3

<PAGE>


LENDING ACTIVITIES

           GENERAL. At June 30, 2003, Indian Village's net loans totaled $49.7
million, or 50.5% of total assets. Indian Village has concentrated its lending
activities on fixed-rate one- to four-family mortgage loans. To a lesser extent,
Indian Village also originates multi-family, commercial real estate, land,
residential construction loans, and consumer loans. Indian Village occasionally
purchases participation interests in multi-family and commercial real estate
loans originated by other lenders and secured by properties located in other
areas of Ohio.

           LOAN PORTFOLIO ANALYSIS. The following table presents the composition
of Indian Village's loan portfolio at the dates indicated. Indian Village had no
concentration of loans exceeding 10% of total loans receivable other than as
disclosed below.

<TABLE>
<CAPTION>
                                                    AT JUNE 30,              AT JUNE 30,
                                                       2003                    2002
                                              ---------------------    --------------------
                                                          PERCENT                 PERCENT
                                              AMOUNT     OF TOTAL     AMOUNT     OF TOTAL
                                              ------     --------    -------     --------
                                                         (DOLLARS IN THOUSANDS)
<S>                                          <C>           <C>       <C>            <C>
Real estate loans:
   One- to four-family ...................   $ 37,459      74.92%    $ 38,898       72.98%
   Multi-family ..........................      2,339       4.68        2,392        4.49
   Commercial ............................      1,798       3.60        2,476        4.65
   Construction ..........................        606       1.21        1,863        3.50
   Land ..................................        315       0.63          610       1. 14
                                             --------     ------     --------      ------
      Total real estate loans ............     42,517      85.04       46,239       86.76

Consumer loans:
   Home equity loans and lines
    of credit ............................      2,243       4.49        2,096        3.93
   Home improvement loans ................        851       1.70        1,346        2.53
   Automobile ............................      1,690       3.38        1,463        2.74
   Loans on deposit accounts .............        431       0.86          312        0.59
   Unsecured .............................        232       0.46          187        0.35
   Other .................................      1,029       2.06          556        1.04
                                             --------     ------     --------      ------
     Total consumer loans ................      6,476      12.95        5,960       11.18

Commercial business loans ................      1,009       2.01        1,100        2.06
                                             --------     ------     --------      ------
      Total loans ........................     50,002     100.00%      53,299      100.00%
                                                          ======                   ======
Less:
   Net deferred loan fees and costs.......        (60)                    (62)
   Loans in process ......................         --                      --
   Allowance for loan losses .............       (268)                   (757)
                                             --------                --------
      Net loans ..........................   $ 49,674                $ 52,480
                                             ========                ========
</TABLE>


         ONE- TO FOUR-FAMILY REAL ESTATE LOANS. Indian Village's primary lending
activity is the origination of loans secured by one- to four-family residences
located in its primary market area. One- to four-family mortgage loans are
generally held in Indian Village's portfolio for long-term investment.

         At June 30, 2003, Indian Village's residential mortgage loan portfolio
consisted primarily of fixed-rate fully amortizing loans with original
maturities ranging between 15 and 30 years. Management establishes the loan
interest rate based on market conditions. Indian Village generally retains these
loans in its portfolio because they generally do not


                                       4
<PAGE>

conform to guidelines for sale in the secondary market. These nonconforming
characteristics generally relate to the characteristics of the real property,
such as excess acreage or the lack of site surveys, rather than the credit
worthiness of the borrower. Indian Village generally otherwise underwrites and
documents its residential mortgage loans to secondary market standards and has
begun to sell these loans to the secondary market.

         In order to improve its interest rate risk exposure, Indian Village
originates adjustable rate mortgage loans with an interest rate based on the New
York Prime index that adjusts monthly, every year, every three years, or every
five years and with terms up to 30 years. These loans have a minimum interest
rate of 5% and a maximum interest rate of 21% over the life of the loan.
Interest rate adjustments are limited to no more than 2% during any adjustment
period. At June 30, 2003, adjustable rate mortgage loans secured by one- to
four-family residences amounted to $3.1 million.

         Adjustable rate mortgage loans, which Indian Village originates and
retains in its portfolio, will help reduce Indian Village's exposure to changes
in interest rates. There are, however, unquantifiable credit risks resulting
from the potential of increased costs due to changed rates to be paid by the
borrower. It is possible that during periods of rising interest rates the risk
of default on adjustable rate mortgage loans may increase as a result of
repricing and the increased payments required by the borrower. In addition,
although adjustable rate mortgage loans allow Indian Village to increase the
sensitivity of its asset base to changes in interest rates, the extent of this
interest sensitivity is limited by the annual and lifetime interest rate
adjustment limits. Because of these considerations Indian Village has no
assurance that yields on adjustable rate mortgage loans will be sufficient to
offset increases in Indian Village's cost of funds during periods of rising
interest rates. Indian Village believes these risks, which have not had a
material adverse effect on Indian Village to date, generally are less than the
risks associated with holding fixed-rate loans in its portfolio in a rising
interest rate environment.

         Indian Village generally requires an acceptable attorney's opinion on
the status of its lien on all loans where real estate is the primary source of
security. Indian Village also requires that fire and casualty insurance and, if
appropriate, flood insurance be maintained in an amount at least equal to the
outstanding loan balance.

         Indian Village's one- to four-family residential mortgage loans do not
exceed 80% of the appraised value of the security property. Indian Village only
uses private mortgage insurance which permits it to make loans with higher
loan-to-value ratios when selling the loans to the secondary market. An
independent certified appraiser generally appraises all properties.

         MULTI-FAMILY AND COMMERCIAL REAL ESTATE LOANS. Indian Village
occasionally originates and purchases mortgage loans for the acquisition and
refinancing of multi-family and commercial real estate properties. All purchased
participation interests are underwritten according to the same standards that
Indian Village would use if it were originating the underlying loans. Indian
Village has no written or oral commitments with any institution to purchase
predetermined numbers or types of participation interests. At June 30, 2003
purchased participation interests amounted to $1.4 million. At June 30, 2003,
Indian Village's commercial real estate loans are secured by churches,
storefronts, a warehouse, and other commercial properties, all of which are
located in Ohio.

         Multi-family and commercial real estate loans are fully amortizing
loans that are generally originated with fixed interest rates, but are
occasionally originated with variable rates. Fixed rate loans are originated for
terms up to 15 years. Variable rate loans are originated for terms up to 25
years. The interest rate on variable rate loans adjusts at one, three or five
year intervals.

         Multi-family and commercial real estate lending affords Indian Village
an opportunity to receive interest at rates higher than those generally
available from one- to four-family residential lending. However, loans secured
by these properties usually are greater in amount and are more difficult to
evaluate and monitor and, therefore, involve a greater degree of risk than one-
to four-family residential mortgage loans. Because payments on loans secured by
income producing properties are often dependent on the successful operation and
management of the properties, repayment of these loans may be affected by
adverse conditions in the real estate market or the economy. Indian Village
seeks to minimize these risks by limiting the maximum loan-to-value ratio to up
to 80% for multi-family and commercial real estate loans and by strictly
scrutinizing the financial condition of the borrower, the cash flow of the
project, the quality of the collateral and the management of the property
securing the loan. Indian Village also generally obtains loan guarantees from
financially capable parties based on a review of personal financial statements.


                                       5
<PAGE>


         RESIDENTIAL CONSTRUCTION LOANS. Indian Village originates residential
construction loans to individuals for the construction and acquisition of
personal residences. Construction loans to individuals are made on the same
terms as Indian Village's one- to four-family mortgage loans, but provide for
the payment of interest only during the construction phase, which is usually six
months with a contingency for an additional six months. At the end of the
construction phase, the loan converts to a permanent mortgage loan. Indian
Village will occasionally originate construction loans to local home builders
which generally have fixed interest rates and are for a term of six months.
Loans to builders are typically made with a maximum loan to value ratio of 80%
and each builder is limited to no more than three homes under construction at a
time. These loans are usually made to the builder before there is an identified
buyer for the completed home.

         Before making a commitment to fund a construction loan, Indian Village
requires an appraisal of the property by an independent certified appraiser.
Indian Village also reviews and inspects each project before disbursement of
funds during the term of the construction loan. Loan proceeds are disbursed
after inspection based on the percentage of completion.

         Construction lending affords Indian Village the opportunity to earn
higher interest rates with shorter terms to maturity relative to single-family
permanent mortgage lending. Construction lending, however, is generally
considered to involve a higher degree of risk than single-family permanent
mortgage lending because of the inherent difficulty in estimating both a
property's value at completion of the project and the estimated cost of the
project. These loans are generally more difficult to evaluate and monitor. If
the estimate of construction cost proves to be inaccurate, Indian Village may be
required to advance funds beyond the amount originally committed to protect the
value of the project. If the estimate of value upon completion proves to be
inaccurate, Indian Village may be confronted with a project whose value is
insufficient to assure full repayment. Projects may also be jeopardized by
disagreements between borrowers and builders and by the failure of builders to
pay subcontractors. Loans to builders to construct homes for which no purchaser
has been identified carry more risk because the payoff for the loan depends on
the builder's ability to sell the property before the construction loan is due.

         Indian Village has attempted to minimize the foregoing risks by, among
other things, limiting its construction lending to residential properties. It is
also Indian Village's general policy to obtain regular financial statements from
builders so that it can monitor their financial strength and ability to repay.

         LAND LOANS. Indian Village occasionally originates loans secured by
unimproved land. These loans have terms of up to 5 years and generally have
fixed interest rates and loan-to-value ratios of up to 65%.

         CONSUMER LOANS. Indian Village introduced home equity loans and lines
of credit in May 1996 and other consumer loans in April 1998. Indian Village
intends to increase its emphasis on consumer loans because they have shorter
maturities than real estate mortgage loans, which helps to reduce Indian
Village's interest rate risk exposure, and higher yields than real estate
mortgage loans.

         Home equity loans are generally fixed rate loans that fully amortize
over terms up to 10 years. Home equity lines of credit are written with variable
interest rates. The loan-to-value ratios on both home equity loans and lines of
credit are generally limited to 80%, taking into account the outstanding balance
of the first mortgage loan.

         Home improvement loans are generally fixed-rate loans that fully
amortize over terms up to 15 years. Home improvement loans are generally secured
by a second mortgage on the property being improved. The loan-to-value ratio
generally does not exceed 80%, taking into account the outstanding balance of
the first mortgage loan.

         Automobile loans are generally fixed rate loans. Loans on new
automobiles are written with terms up to 66 months and with loan-to-value ratios
not exceeding 100% for new cars and 90% for used cars. Loans on used cars are
written for lesser terms depending on the age of the vehicle. Indian Village
does not engage in indirect consumer lending.

         Loans on deposit accounts generally carry interest rates up to 2% above
the rate paid on the deposit account securing the loan. The terms are generally
written for terms not exceeding five years, but may also be written as renewable
short term interest-only demand loans.


                                       6
<PAGE>


         At June 30, 2003, Indian Village's other consumer loans generally
consisted of loans secured by various personal property other than real estate,
and secured lines of credit.

         Consumer loans entail greater risk than do residential mortgage loans,
particularly in the case of loans that are unsecured or secured by rapidly
depreciating assets such as automobiles. In these cases, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation. The remaining deficiency often does not warrant
further substantial collection efforts against the borrower beyond obtaining a
deficiency judgment. In addition, consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss, divorce, illness or personal bankruptcy.

         COMMERCIAL BUSINESS LOANS. Indian Village's commercial business loans
consist of loans to local municipalities and $270,000 of loans to one borrower
secured by inventory from a mobile homes business.

         LOANS TO ONE BORROWER. The maximum amount that Indian Village may lend
to one borrower is limited by federal regulations. At June 30, 2003, Indian
Village's regulatory limit on loans to one borrower was $1.2 million. At that
date, Indian Village's largest amount of loans to one borrower, including the
borrower's related interests, was $1.1 million and consisted of fourteen
residential loans.

         MATURITY OF LOAN PORTFOLIO. The following table presents certain
information at June 30, 2003 regarding the dollar amount of loans maturing in
Indian Village's portfolio based on their contractual terms to maturity, but
does not include potential prepayments. Demand loans, loans having no stated
schedule of repayments and no stated maturity, and overdrafts are reported as
becoming due within one year. Loan balances do not include undisbursed loan
proceeds, unearned discounts, unearned income and allowance for loan losses.

<TABLE>
<CAPTION>
                                                                   AT JUNE 30, 2003
                                         -------------------------------------------------------------------
                                                       MULTI-
                                         ONE- TO     FAMILY AND
                                          FOUR-      COMMERCIAL                            COMMERCIAL   TOTAL
                                         FAMILY (1)  REAL ESTATE  CONSTRUCTION  CONSUMER    BUSINESS    LOANS
                                         ----------  -----------  ------------  --------    --------    -----
                                                                (DOLLARS IN THOUSANDS)
<S>                                      <C>         <C>           <C>           <C>       <C>         <C>
Amounts due in:
   One year or less ..................   $ 1,419     $    --       $   130       $ 2,927   $   289     $ 4,765
   More than one year to three years .     1,737       1,521            --           776        --       4,034
   More than three years to five years       986          57            --         1,498        23       2,564
   More than five years to 10 years ..     7,165         171            --         1,178       198       8,712
   More than 10 years to 20 years ....    20,246       2,356           252            97       499     2 3,450
   More than 20 years ................     6,221          32           224            --        --       6,477
                                         -------     -------       -------       -------   -------     -------
      Total amount due ...............   $37,774     $ 4,137       $   606       $ 6,476   $ 1,009     $50,002
                                         =======     =======       =======       =======   =======     =======
</TABLE>
(1) Includes land loans.


                                       7
<PAGE>

      The following table presents the dollar amount of all loans at June 30,
2003 that are due after June 30, 2004.

                                             DUE AFTER JUNE 30, 2004
                                          ----------------------------
                                          FIXED-   ADJUSTABLE-
                                           RATE       RATE      TOTAL
                                           ----       ----      -----
                                             (DOLLARS IN THOUSANDS)
        Real estate loans:
           One- to four-family (1) ....   $34,677   $ 1,678   $36,355
           Multi-family and Commercial      2,247     1,890     4,137
            Construction ..............       476        --       476
                Total real estate loans    37,400     3,568    40,968
           Consumer loans .............     3,318       231     3,549
           Commercial business loans ..       720        --       720
                                          -------   -------   -------
              Total loans .............   $41,438   $ 3,799   $45,237
                                          =======   =======   =======

           (1) Includes land loans.

         Scheduled contractual principal repayments of loans do not reflect the
actual life of the loans. The average life of a loan is substantially less than
its contractual term because of prepayments. In addition, due-on-sale clauses on
loans generally give Indian Village the right to declare loans immediately due
and payable if, among other things, the borrower sells the real property
encumbered by the mortgage and the loan is not repaid. The average life of a
mortgage loan tends to increase, however, when current mortgage loan market
rates are substantially higher than rates on existing mortgage loans and,
conversely, tends to decrease when rates on existing mortgage loans are
substantially higher than current mortgage loan market rates.

         LOAN SOLICITATION AND PROCESSING. Indian Village's lending activities
follow written, non-discriminatory, underwriting standards and loan origination
procedures established by Indian Village's Board of Directors and management.
Loan originations come from a number of sources. The customary sources of loan
originations are realtors, referrals and existing customers. Indian Village does
not utilize mortgage brokers or other third-party originators. Loans less than
or equal to $150,000 may be approved by Marty R. Lindon with one other Loan
Committee member signature. Loans above $150,000 but less than $300,000 are
approved by the Loan Committee, comprised of Mr. Lindon, John A. Beitzel and
Lori S. Frantz. Loans equal to or greater than $300,000 are approved by the full
Board of Directors.

         LOAN ORIGINATIONS, PURCHASES AND SALES. Indian Village primarily
originates fixed-rate mortgage loans with amortization terms of up to 30 years.

         Occasionally, Indian Village purchases participation interests in
multi-family and commercial real estate loans secured by properties located in
Ohio but outside of its primary market area. Indian Village generally limits its
participation interest to between 5% and 25%. Indian Village has established a
policy that limits the maximum participation interest per loan to $500,000 or
less. Generally, the lead lender retains the servicing rights. Indian Village
pays no fee on the loans it purchases and has no agreements or understandings
with any lender to purchase a predetermined amount of participation interests.
Indian Village underwrites all purchased participation interests according to
the underwriting standards it uses for loans it originates.


                                       8
<PAGE>


         The following table presents total loans originated, purchased, sold
and repaid during the periods indicated.

                                              YEAR ENDED  YEAR ENDED  YEAR ENDED
                                                JUNE 30,    JUNE 30,    JUNE 30,
                                                  2003       2002        2001
                                              ----------  ----------  ----------
                                                         (IN THOUSANDS)
Total loans at beginning of period .........   $ 53,299    $ 48,609    $ 41,153

   Originations:
      Real estate:
         One- to four-family (1) ...........      3,459       9,011       7,607
         Multi-family ......................         --          90         430
         Commercial ........................         --          --         645
         Construction ......................        837       3,645       2,062
                                               --------    --------    --------
            Total real estate loans ........      4,296      12,746      10,744
      Consumer loans .......................      1,418       1,096       3,988
      Commercial business ..................        753          --       1,220
                                               --------    --------    --------
            Total loans originated .........      6,467      13,842      15,952
   Purchases ...............................         --          --          --
   Sales ...................................         --          --          --

Less:
   Principal loan repayments and prepayments     (8,970)     (9,152)     (8,496)
   Net charge-offs .........................       (794)         --          --
                                               --------    --------    --------
                                                 (9,764)     (9,152)     (8,496)
Net loan activity ..........................     (3,297)      4,690       7,456
                                               --------    --------    --------
Total loans at end of period ...............   $ 50,002    $ 53,299    $ 48,609
                                               ========    ========    ========

(1) Includes land loans.

         LOAN COMMITMENTS. Indian Village issues commitments for mortgage loans
conditioned upon the occurrence of certain events. Commitments are made in
writing on specified terms and conditions and are honored for up to 30 days from
approval. At June 30, 2003, Indian Village had variable rate loan commitments
totaling $1.5 million, ranging in rates from 5.0% to 10.0%, and fixed-rate loan
commitments totaling $1.4 million, ranging in rates from 5.39% to 9.5%.

         LOAN FEES. In addition to interest earned on loans, Indian Village
receives income from fees in connection with loan originations, loan
modifications, late payments and for miscellaneous services related to its
loans. Income from these activities varies from period to period depending upon
the volume and type of loans made and competitive conditions.

         Indian Village charges loan origination fees for fixed-rate loans which
are calculated as a percentage of the amount borrowed. As required by applicable
accounting procedures, loan origination fees and discount points in excess of
loan origination costs are deferred and recognized over the contractual
remaining lives of the related loans on a level yield basis. Discounts and
premiums on loans purchased are accreted and amortized in the same manner. At
June 30, 2003, Indian Village had $60,000 of net deferred loan fees. Indian
Village recognized an immaterial amount of deferred loan fees during the year
ended June 30, 2003 in connection with loan refinancings, payoffs, sales and
ongoing amortization of outstanding loans.

         NONPERFORMING ASSETS AND DELINQUENCIES. All loan payments are due on
the first day of each month. When a borrowers fails to make a required loan
payment, Indian Village attempts to cure the deficiency by contacting the
borrower and seeking the payment. A late notice is mailed on the 30th day of the
month. In most cases, deficiencies are cured promptly. If a delinquency
continues beyond the 30th day of the month, a phone call to the borrower is
usually made on the 45th day of delinquency. On or about the 60th day of
delinquency, Indian Village sends a certified letter to

                                       9
<PAGE>


the borrower giving the borrower 10 days in which to work out a payment
schedule. While Indian Village generally prefers to work with borrowers to
resolve problems, Indian Village will institute foreclosure or other proceedings
after the 90th day of a delinquency, as necessary, to minimize any potential
loss.

         Management informs the Board of Directors monthly of the amount of
loans delinquent more than 60 days, all loans in foreclosure, and all foreclosed
and repossessed property that Indian Village owns.

         Indian Village ceases accruing interest on mortgage loans when, in the
judgment of management, the probability of collection of interest is deemed to
be insufficient to warrant further accrual. Indian Village does not accrue
interest on mortgage loans past due 90 days or more when the estimated value of
collateral and collection efforts are deemed insufficient to ensure full
recovery.

         The following table presents information with respect to Indian
Village's nonperforming assets at the dates indicated.

                                                        AT JUNE 30,  AT JUNE 30,
                                                           2003        2002
                                                        -----------  -----------
                                                         (DOLLARS IN THOUSANDS)
Nonaccruing loans:
   One- to four-family ...............................   $  367      $  318
   Multi-family ......................................      369         369
   Commercial real estate ............................       --          --
   Construction ......................................       --          --
   Land ..............................................       --          --
   Consumer ..........................................      304         307
   Commercial business ...............................      270       1,051
                                                         ------      ------
      Total nonaccruing loans (1) ....................    1,310       2,045

Loans past due 90 days and accruing interest .........       --          --
Real estate owned (2) ................................       70          70
Other repossessed assets .............................       --          --
                                                         ------      ------
      Total nonperforming assets (3) .................    1,380       2,115

Troubled debt restructurings .........................       --          --
                                                         ------      ------
Troubled debt restructurings and total
   nonperforming assets ..............................   $1,380      $2,115
                                                         ======      ======
Total nonperforming loans and troubled debt
   restructurings as a percentage of total loans .....     2.76%       3.84%

Total nonperforming assets and troubled debt
   restructurings as a percentage of total assets.....     1.40%       2.48%

(1)  Total nonaccruing loans equals total nonperforming loans.
(2)  Real estate owned balances are shown net of related loss allowances.
(3)  Nonperforming assets consist of nonperforming loans, impaired loans, real
     estate owned and other repossessed assets.

         The decrease in nonperforming assets was primarily the result of one
borrower's loans being charged-off. The borrower had total loans classified as
nonperforming of $270,000 at June 30, 2003. Indian Village is taking action
against this particular borrower and intends to pursue all legal mans of redress
to minimize any loss.

         Interest income that would have been recorded for the year ended June
30, 2003 had nonaccruing loans been current according to their original terms
amounted to approximately $218,000. No interest was included in interest income
for the year ended June 30, 2003 related to these loans.


                                       10
<PAGE>

         REAL ESTATE OWNED. Real estate acquired by Indian Village as a result
of foreclosure or by deed-in-lieu of foreclosure is classified as real estate
owned until sold. When property is acquired it is recorded at fair market value
at the date of foreclosure, establishing a new cost basis. If the fair value
declines, Indian Village records a valuation allowance through expense. Costs
after acquisition are expensed. At June 30, 2003, Indian Village had $70,000 of
real estate owned consisting of one commercial property.

         ASSET CLASSIFICATION. Indian Village has adopted a policy regarding
problem assets of Indian Village. The policy requires that Indian Village review
and classify its assets on a regular basis.

         There are three classifications for problem assets: substandard,
doubtful and loss. Substandard assets have one or more defined weaknesses and
are characterized by the distinct possibility that Indian Village will sustain
some loss if the deficiencies are not corrected. Doubtful assets have the
weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little value that continuance as an asset of Indian Village is not
warranted. If an asset or portion thereof is classified as loss, Indian Village
establishes specific allowances for loan losses for the full amount of the
portion of the asset classified as loss. Assets that do not currently expose
Indian Village to sufficient risk to warrant classification in one of the
aforementioned categories but possess weaknesses are designated "special
mention." Indian Village monitors "special mention" assets.

         The aggregate amounts of Indian Village's classified and special
mention assets at the dates indicated were as follows:


                                                        AT JUNE 30,  AT JUNE 30,
                                                           2003         2002
                                                        -----------  -----------
                                                           (IN THOUSANDS)
        Classified assets:
           Loss......................................     $ 69        $ 456
           Doubtful..................................       --           --
           Substandard...............................      356          769
           Special mention...........................      610          609


         ALLOWANCE FOR LOAN LOSSES. In originating loans, Indian Village
recognizes that losses will be experienced and that the risk of loss will vary
with, among other things, the type of loan being made, the creditworthiness of
the borrower over the term of the loan, general economic conditions and, in the
case of a secured loan, the quality of the security for the loan. The allowance
method is used in providing for loan losses. Accordingly, all loan losses are
charged to the allowance and all recoveries are credited to it. The allowance
for loan losses is established through a provision for loan losses charged to
operations. The provision for loan losses is based on management's evaluation of
the collectibility of the loan portfolio, 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, and economic
conditions.

         At June 30, 2003, Indian Village had an allowance for loan losses of
$268,000. Although management believes that it uses the best information
available to establish the allowance for loan losses, future adjustments to the
allowance for loan losses may be necessary and results of operations could be
significantly and adversely affected if circumstances differ substantially from
the assumptions used in making the determinations. Furthermore, while Indian
Village believes it has established its existing allowance for loan losses as
required by accounting principles generally accepted in the United States of
America, there can be no assurance that regulators, in reviewing Indian
Village's loan portfolio, will not request Indian Village to increase
significantly its allowance for loan losses. In addition, because future events
affecting borrowers and collateral cannot be predicted with certainty, there can
be no assurance that the existing allowance for loan losses is adequate or that
substantial increases will not be necessary should the quality of any loans
deteriorate as a result of the factors discussed above. Any material increase in
the allowance for loan losses may adversely affect Indian Village's financial
condition and results of operations.


                                       11
<PAGE>


         The following table presents an analysis of Indian Village's allowance
for loan losses.

<TABLE>
<CAPTION>
                                                                        YEAR ENDED   YEAR ENDED   YEAR ENDED
                                                                          JUNE 30,     JUNE 30,     JUNE 30,
                                                                            2003        2002         2001
                                                                        ----------   ----------   ----------
                                                                                   (DOLLARS IN THOUSANDS)
<S>                                                                        <C>          <C>          <C>
Allowance for loan losses, beginning of period .........................   $ 757        $ 253        $ 237
Charge-offs:
   One- to four-family .................................................      --           --           (6)
   Multi-family ........................................................      --           --           --
   Commercial ..........................................................      --           --           --
   Construction ........................................................      --           --           --
   Land ................................................................      --           --           --
   Consumer ............................................................      --          (15)         (10)
   Commercial business .................................................    (794)          --           --
                                                                           -----        -----        -----
      Total charge-offs ................................................    (794)         (15)         (16)

Recoveries:
   One- to four-family .................................................      --           --           --
   Multi-family ........................................................      --           --           --
   Commercial ..........................................................      --           --           --
   Construction ........................................................      --           --           --
   Land ................................................................      --           --           --
   Consumer ............................................................      --           --           --
   Commercial business .................................................      --           --           --
                                                                           -----        -----        -----
      Total recoveries .................................................      --           --           --

Net charge-offs ........................................................    (794)         (15)         (16)
Provision for loan losses ..............................................     305          519           32
                                                                           -----        -----        -----
Allowance for loan losses, end of period ...............................   $ 268        $ 757        $ 253
                                                                           =====        =====        =====
Net charge-offs to average interest-earning loans.......................    1.54%        0.03%        0.04%
Allowance for loan losses to total loans ...............................    0.54%        1.42%        0.52%
Allowance for loan losses to nonperforming loans and
   troubled debt restructurings ........................................   20.46%       37.02%       26.83%
Net charge-offs to allowance for loan losses ...........................  104.89%        1.98%        6.32%
</TABLE>


                                       12
<PAGE>


          The following table presents the approximate allocation of the
allowance for loan losses by loan category at the dates indicated. Management
believes that the allowance can be allocated by category only on an approximate
basis. The allocation of the allowance to each category is not necessarily
indicative of future losses and does not restrict the use of the allowance to
absorb losses in any other category.

<TABLE>
<CAPTION>
                                       AT JUNE 30,                           AT JUNE 30,
                             ----------------------------------- --------------------------------
                                           2003                                2002
                             ----------------------------------- --------------------------------
                                       PERCENT OF     PERCENT OF           PERCENT OF     PERCENT
                                      ALLOWANCE IN     LOANS IN             ALLOWANCE     OF LOANS
                                          EACH           EACH                IN EACH      IN EACH
                                      CATEGORY TO      CATEGORY              CATEGORY     CATEGORY
                                         TOTAL         TO TOTAL              TO TOTAL      TOTAL
                              AMOUNT   ALLOWANCE        LOANS    AMOUNT     ALLOWANCE      LOANS
                              ------   ---------        -----    ------     ---------      -----
                                                      (DOLLARS IN THOUSANDS)
<S>                            <C>        <C>           <C>        <C>          <C>         <C>
Real estate loans:
   One- to four-family.....    $ 57       21.27%        72.98%     $ 81         10.70%      72.98%
   Multi-family............      19        7.09          4.49        28          3.70        4.49
   Commercial..............       2        0.75          4.65        12          1.59        4.65
   Construction............       1        0.37          3.50         3          0.40        3.50
   Land....................      --          --          1.14         9          1.19        1.14
Consumer loans.............     130       48.51         11.18        93         12.28       11.18
Commercial business loans..      43       16.04          2.06       512         67.63        2.06
Unallocated................      16        5.97            --        19          2.51          --
                               ----      ------        ------      ----        ------      ------
      Total allowance for
        for loan losses....    $268      100.00%       100.00%     $757        100.00%     100.00%
                               ====      ======        ======      ====        ======      ======
</TABLE>

INVESTMENT ACTIVITIES

         Federal and state regulations require Indian Village to maintain a
prudent amount of liquid assets to protect the safety and soundness of Indian
Village. Therefore, the investment policy of Indian Village as established by
the board of directors attempts to provide and maintain liquidity, generate a
favorable return on investments without incurring undue interest rate and credit
risk and complement Indian Village's lending activities. Indian Village's
policies generally limit investments to various types of liquid assets,
including U.S. Government obligations, securities of various federal agencies
and of state and municipal governments, deposits at the Federal Home Loan Bank
of Cincinnati, certificates of deposit of federally insured institutions,
certain bankers' acceptances and federal funds. Within certain limits, Indian
Village may also invest a portion of its assets in commercial paper and
corporate debt securities. Savings institutions like Indian Village are also
required to maintain an investment in Federal Home Loan Bank of Cincinnati
stock.

         Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," requires that
investments be categorized as "held to maturity," "trading securities" or
"available for sale," based on management's intent as to the ultimate
disposition of each security. SFAS No. 115 allows debt securities to be
classified as "held to maturity" and reported in financial statements at
amortized cost only if the reporting entity has the positive intent and ability
to hold those securities to maturity. Securities that might be sold in response
to changes in market interest rates, changes in the security's prepayment risk,
increases in loan demand, or other similar factors cannot be classified as "held
to maturity." Debt and equity securities held for current resale are classified
as "trading securities." These securities are reported at fair value, and
unrealized gains and losses on the securities would be included in earnings.
Indian Village does not currently use or maintain a trading account. Debt and
equity securities not classified as either "held to maturity" or "trading
securities" are classified as "available for sale." These securities are
reported at fair value, and unrealized gains and losses on the securities are
excluded from earnings and reported, net of deferred taxes, as a separate
component of equity. At June 30, 2003, all of Indian Village's mortgage-backed
securities and investment securities were classified as "available for sale."

         All of Indian Village's investment securities carry market risk insofar
as increases in market rates of interest may cause a decrease in their market
value. They also carry prepayment risk insofar as they may be called before
maturity in


                                       13
<PAGE>

times of low market interest rates, so that Indian Village may have to reinvest
the funds at a lower interest rate. Indian Village's investment policy does not
permit engaging directly in hedging activities or purchasing high risk mortgage
derivative products. Investments are made based on certain considerations, which
include the interest rate, yield, settlement date and maturity of the
investment, Indian Village's liquidity position, and anticipated cash needs and
sources. The effect that the proposed investment would have on Indian Village's
credit and interest rate risk and risk-based capital is also considered. Indian
Village purchases investment securities to provide necessary liquidity for
day-to-day operations. Indian Village also purchases investment securities when
investable funds exceed loan demand.

         The following table presents the amortized cost and fair value of
Indian Village's securities, by accounting classification and by type of
security, at the dates indicated.

<TABLE>
<CAPTION>

                                                    AT JUNE 30,          AT JUNE 30,
                                                       2003                 2002
                                                -----------------    ------------------
                                                AMORTIZED    FAIR     AMORTIZED    FAIR
                                                   COST     VALUE       COST      VALUE
                                                ----------  -----     ---------   -----
                                                      (IN THOUSANDS)
<S>                                           <C>       <C>       <C>     <C>
Investment securities available for sale:
      Municipal securities ...................... $ 9,103   $ 9,219   $ 6,046   $ 6,081
      Equity securities .........................   1,150       956     1,478     1,400
      Corporate securities ......................     490       539       940       966
      Obligations of U.S. Treasury and U.S.
        government agencies .....................   2,988     3,012        --        --
                                                  -------   -------   -------   -------
            Total ...............................  13,731    13,726     8,464     8,447

Mortgage-backed securities available for sale:
      Private issues ............................   6,890     6,901       368       368
      Ginnie Mae ................................   3,703     3,736     2,395     2,431
      Fannie Mae ................................  13,297    13,411     6,775     6,797
      Freddie Mac ...............................   2,638     2,646     7,686     7,678
                                                  -------   -------   -------   -------
            Total ...............................  26,528    26,694    17,224    17,274
                                                  -------   -------   -------   -------
Net unrealized gains (losses) on securities
   available for sale ...........................     161       N/A        33       N/A
                                                  -------   -------   -------   -------
            Total securities available for sale.. $40,420   $40,420   $25,721   $25,721
                                                  =======   =======   =======   =======
</TABLE>

         Most of Indian Village's mortgage-backed securities are issued or
guaranteed by agencies of the U.S. Government. Accordingly, they carry lower
credit risk than mortgage-backed securities of a private issuer. Indian Village
also invests in private issue mortgage-backed securities and collateralized
mortgage obligations that carry investment grade ratings issued by nationally
recognized securities rating agencies. However, mortgage-backed securities still
carry market risk, the risk that increases in market interest rates may cause a
decrease in market value, and prepayment risk, the risk that the securities will
be repaid before maturity and that Indian Village will have to reinvest the
funds at a lower interest rate.

         Occasionally, Indian Village invests in municipal obligations of local
and out-of-state entities, such as school districts. Out-of-state obligations
are generally rated by a nationally recognized credit rating service.

         At June 30, 2003, Indian Village did not own any securities, other than
U.S. Government and agency securities, which had an aggregate book value in
excess of 10% of Indian Village's total equity at that date.


                                       14
<PAGE>

         The following presents the activity in the mortgage-backed securities
and investment securities portfolios for the periods indicated.

                                                        YEAR ENDED   YEAR ENDED
                                                          JUNE 30,    JUNE 30,
                                                            2003        2002
                                                        ----------   ----------
                                                             (IN THOUSANDS)
Mortgage-backed securities (1):
   Mortgage-backed securities, beginning of period ...   $ 17,274    $ 10,011
   Purchases .........................................     50,721      18,494
   Sales .............................................    (26,113)     (6,224)
   Repayments and prepayments ........................    (15,043)     (4,925)
   Increase (decrease) in net premium ................       (261)        (44)
   Increase (decrease) in unrealized gain ............        116         (38)
      Net increase in mortgage-backed securities .....      9,420       7,263
                                                         --------    --------
   Mortgage-backed securities, end of period .........   $ 26,694    $ 17,274
                                                         ========    ========
Investment securities (2):
   Investment securities, beginning of period ........   $  8,447    $  7,003
   Purchases .........................................     31,849      13,133
   Sales .............................................    (26,138)    (11,665)
   Calls .............................................       (794)       (100)
   Maturities ........................................         --          --
   Increase (decrease) in net premium ................        349          55
   Increase (decrease) in unrealized gain ............         13          21
                                                         --------    --------
      Net increase (decrease) in investment securities      5,279       1,444
                                                         --------    --------
   Investment securities, end of period ..............   $ 13,726    $  8,447
                                                         ========    ========

(1)  All mortgage-backed securities are classified as available for sale.
(2)  All investment securities are classified as available for sale.

         The following table presents certain information regarding the carrying
value, weighted average yields and maturities or periods to repricing of Indian
Village's debt securities at June 30, 2003, all of which are available for sale.


<TABLE>
<CAPTION>

                                   ONE YEAR        AFTER ONE YEAR       AFTER FIVE TO           AFTER
                                   OR LESS          TO FIVE YEARS         TEN YEARS            TEN YEARS             TOTALS
                               -----------------   ------------------ ------------------- -------------------- --------------------
                                        WEIGHTED           WEIGHTED              WEIGHTED             WEIGHTED             WEIGHTED
                               CARRYING AVERAGE  CARRYING   AVERAGE   CARRYING   AVERAGE   CARRYING   AVERAGE   CARRYING   AVERAGE
                                VALUE    YIELD    VALUE      YIELD     VALUE      YIELD     VALUE      YIELD     VALUE      YIELD
                                -----    -----    -----      -----     -----      -----     -----      -----     -----      -----
                                                                (DOLLARS IN THOUSANDS)
<S>                      <C>       <C>    <C>     <C>        <C>   <C>          <C>     <C>          <C>     <C>          <C>
Securities available for sale:
  Investment securities:
    Municipal securities (1)..     102    6.77    $   634    3.43%   $ 4,456      4.60%   $ 4,027      4.70%   $ 9,219      4.59%
    Corporate securities......      --      --         --      --        539      9.74         --        --        539      9.74
   U.S. Government Agencies...   2,252    3.77        510    3.13         --        --        250      4.21      3,012      3.69
  Mortgage-backed securities..   5,642    4.76      7,964    4.48      4,713      4.28      8,375      5.37     26,694      4.78
                               -------    ----    -------    ----    -------      ----    -------      ----    -------      ----
        Total ................ $ 7,996    4.50%   $ 9,108    4.33%   $ 9,708      4.73%   $12,652      5.13%   $39,464      4.72%
                               =======    ====    =======    ====    =======      ====    =======      ====    =======      ====
</TABLE>


(1)  Weighted average yields for municipal securities are presented on a tax
     equivalent basis based on an assumed rate of 34%


                                       15
<PAGE>

DEPOSIT ACTIVITIES AND OTHER SOURCES OF FUNDS

         GENERAL. Deposits are the major external source of funds for Indian
Village's lending and other investment activities. In addition, Indian Village
also generates funds internally from loan principal repayments and prepayments
and maturing investment securities. Scheduled loan repayments are a relatively
stable source of funds, while deposit inflows and outflows and loan prepayments
are influenced significantly by general interest rates and money market
conditions. Indian Village may use borrowings from the Federal Home Loan Bank of
Cincinnati to compensate for reductions in the availability of funds from other
sources. At June 30, 2003, Indian Village had no other borrowing arrangements
aside from Federal Home Loan Bank of Cincinnati advances.

         DEPOSIT ACCOUNTS. Nearly all of Indian Village's depositors reside in
Ohio. Indian Village's deposit products include money market accounts, passbook
accounts, and term certificate accounts ranging from four to sixty months.
Deposit account terms vary with the principal differences being the minimum
balance deposit, early withdrawal penalties and the interest rate. Indian
Village reviews its deposit mix and pricing weekly. Indian Village does not
utilize brokered deposits, nor has it aggressively sought jumbo certificates of
deposit.

         Indian Village believes it is competitive in the interest rates it
offers on its deposit products. Indian Village determines the rates paid based
on a number of factors, including rates paid by competitors, Indian Village's
need for funds and cost of funds, borrowing costs and movements of market
interest rates. Historically, Indian Village has relied predominately on
certificates of deposit with terms of more than one year.

         In the unlikely event Indian Village is liquidated, depositors will be
entitled to full payment of their deposit accounts before any payment is made to
Indian Village Bancorp as the sole stockholder of Indian Village.

         The following table indicates the amount of Indian Village's jumbo
certificate accounts by time remaining until maturity as of June 30, 2003. Jumbo
certificate accounts have principal balances of $100,000 or more.

   MATURITY PERIOD                                                  AMOUNT
   ---------------                                                  ------
                                                                (IN THOUSANDS)
Three months or less ...........................................   $  822
Over three through six months ..................................    2,650
Over six through twelve months .................................    1,276
Over twelve months .............................................    3,686
                                                                   ------
         Total..................................................   $8,434
                                                                   ======


                                       16
<PAGE>

         The following table presents information concerning average balances
and rates paid on Indian Village's deposit accounts at the dates indicated.

<TABLE>
<CAPTION>
                              YEAR ENDED JUNE 30,              YEAR ENDED JUNE 30,
                                    2002                            2003
                       ------------------------------    ----------------------------
                                   PERCENT                         PERCENT
                                   OF TOTAL                        OF TOTAL
                      AVERAGE      AVERAGE    AVERAGE    AVERAGE   AVERAGE    AVERAGE
                      BALANCE      DEPOSITS  RATE PAID   BALANCE   DEPOSITS  RATE PAID
                      -------      --------  ---------   -------   --------  ---------
                                          (DOLLARS IN THOUSANDS)

<S>                   <C>           <C>        <C>      <C>         <C>        <C>
Passbook accounts...  $ 5,577       10.29%     1.47%    $ 4,943     10.02%     2.21%
Money market
  accounts..........    5,989       11.05      1.70       5,201     10.54      2.51
NOW accounts........    2,922        5.39      0.79       3,832      7.77      0.73
Certificates of
 deposit............   38,178       70.46      4.04      33,791     68.51      5.12
Noninterest-bearing
deposits:
   Demand deposits..    1,522        2.81        --       1,557      3.16        --
                      -------      ------               -------    ------
      Total average
        deposits....  $54,188      100.00%              $49,324    100.00%
                      =======      ======               =======    ======
</TABLE>

         DEPOSIT FLOW. The following table presents the balances, with interest
credited, and changes in dollar amounts of deposits in the various types of
accounts offered by Indian Village between the dates indicated.

<TABLE>
<CAPTION>
                                             YEAR ENDED                   YEAR ENDED
                                               JUNE 30,                     JUNE 30,
                                                2003                         2002
                                   --------------------------------    -------------------
                                             PERCENT     INCREASE                 PERCENT
                                   AMOUNT    OF TOTAL    (DECREASE)    AMOUNT     OF TOTAL
                                   ------    --------    ----------    ------     --------
                                                    (DOLLARS IN THOUSANDS)
<S>                               <C>          <C>        <C>         <C>         <C>
Passbook accounts ...........     $ 5,511      9.86%      $   424     $ 5,087       9.79%
NOW accounts ................       3,380      6.05           801       2,579       4.96
Money market deposits .......       6,200     11.10           193       6,007      11.56
Fixed-rate certificates
 maturing:
   Within 1 year ............      17,714     31.70        (1,070)     18,784      36.15
   After 1 year, but
     within 3 years .........      13,899     24.87         6,461       7,438      14.32
   After 3 years, but
      within 5 years ........       8,184     14.65        (2,321)     10,505      20.22
   After 5 years ............          --        --            --          --         --
                                  -------    -------      -------     -------     -------
   Total certificates .......      39,797     71.22         3,070      36,727      70.69
                                  -------    -------      -------     -------     -------
Noninterest-bearing deposits:
   Demand deposits ..........         993      1.77          (564)      1,557       3.00
                                  -------    -------      -------     -------     -------
      Total .................     $55,881    100.00%      $ 3,924     $51,957     100.00%
                                  =======    ======       =======     =======     ======
</TABLE>


                                       17
<PAGE>


         TIME DEPOSITS BY RATES AND MATURITIES. The following table presents the
amount of time deposits in Indian Village categorized by rates and maturities at
the dates indicated.

<TABLE>
<CAPTION>
                            PERIOD TO MATURITY FROM JUNE
               ---------------------------------------------------------
               LESS THAN   1 - 2     2 - 3    3 - 4      AFTER             AT JUNE 30,  AT JUNE 30,
                ONE YEAR   YEARS     YEARS    YEARS     4 YEARS    TOTAL      2003        2002
                --------   -----     -----    -----     -------    -----   ----------- ------------
                                             (DOLLARS IN THOUSANDS)
<S>             <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
0.00 - 4.00%    $13,895   $ 5,758   $   958   $    50   $ 1,928   $22,589   $22,589       $ 8,697
4.01 - 5.00%      1,016     3,517       241       505     1,555     6,834     6,834         9,249
5.01 - 6.00%      2,442       782       642     2,194     1,953     8,013     8,013        12,394
6.01 - 7.00%        360       861     1,140        --        --     2,361     2,361         5,660
Over 7.00% ..        --        --        --        --        --        --        --           727
   Total ....   $17,713   $10,918   $ 2,981   $ 2,749   $ 5,436   $39,797   $39,797       $36,727
                =======   =======   =======   =======   =======   =======   =======       =======
</TABLE>


         DEPOSIT ACTIVITY. The following table presents the deposit activity of
Indian Village for the periods indicated.


                                                        YEAR ENDED  YEAR ENDED
                                                         JUNE 30,    JUNE 30,
                                                           2003       2002
                                                        ----------  ----------
                                                             (IN THOUSANDS)

Beginning balance .......................................  $51,957   $44,617
Net  deposits (withdrawals) before interest credited.....    2,166     5,349
Interest credited .......................................    1,758     1,991
                                                           -------   -------
Net increase (decrease) in deposits .....................    3,924     7,340
                                                           -------   -------
   Ending balance .......................................  $55,881   $51,957
                                                           =======   =======


         BORROWINGS. Indian Village has the ability to use advances from the
Federal Home Loan Bank of Cincinnati to supplement its supply of lendable funds
and to meet deposit withdrawal requirements. The Federal Home Loan Bank of
Cincinnati functions as a central reserve bank providing credit for savings
associations and certain other member financial institutions. As a member of the
Federal Home Loan Bank of Cincinnati, Indian Village is required to own capital
stock in the Federal Home Loan Bank of Cincinnati and is authorized to apply for
advances on the security of the capital stock and certain of its mortgage loans
and other assets, principally securities that are obligations of, or guaranteed
by, the U.S. Government or its agencies, provided certain creditworthiness
standards have been met. Advances are made under several different credit
programs. Each credit program has its own interest rate and range of maturities.
Depending on the program, limitations on the amount of advances are based on the
financial condition of the member institution and the adequacy of collateral
pledged to secure the credit. 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. At June 30,
2003, Indian Village had outstanding advances of $33.4 million.


                                       18
<PAGE>

         The following tables presents certain information regarding Indian
Village's use of Federal Home Loan Bank of Cincinnati advances during the
periods and at the dates indicated.

                                                                 AT JUNE 30,
                                                          ---------------------
                                                              2003      2002
                                                          ----------  ---------
                                                          (DOLLARS IN THOUSANDS)

Maximum amount of advances outstanding at any month end..   $33,350    $25,229
Approximate average advances outstanding.................    29,768     23,069
Approximate weighted average rate paid on advances.......      5.15%      5.51%


                                                                 AT JUNE 30,
                                                          ---------------------
                                                              2003      2002
                                                          ----------  ---------
                                                          (DOLLARS IN THOUSANDS)

Balance outstanding at end of period.....................   $33,350    $24,826
Weighted average rate paid on advances...................      4.78%      5.14%



PERSONNEL

         As of June 30, 2003, Indian Village Bancorp had 15 full-time employees
and 5 part-time employees. The employees are not represented by a collective
bargaining unit and Indian Village Bancorp believes its relationship with its
employees is good.

SUBSIDIARY ACTIVITIES

         Indian Village Bancorp is the sole stockholder of Indian Village and is
the sole member of Delaware Valley Title, LLC (the "Title Company"). The
business of the Title Company is to issue title insurance underwritten by a
third party. 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.

                           REGULATION AND SUPERVISION

GENERAL

         As a savings and loan holding company, Indian Village Bancorp is
required by federal law to file reports with, and otherwise comply with, the
rules and regulations of the Office of Thrift Supervision. Indian Village is an
Ohio chartered savings bank, a member of the Federal Home Loan Bank system, and
its deposit accounts are insured up to applicable limits by the Federal Deposit
Insurance Corporation through the Savings Association Insurance Fund. Indian
Village is subject to extensive regulation, examination and supervision by the
Federal Deposit Insurance Corporation and the Ohio Division of Financial
Institutions. Indian Village must file reports with the Ohio Division of
Financial Institutions and the Federal Deposit Insurance Corporation concerning
its activities and financial condition, in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with, or
acquisitions of, other financial institutions. There are periodic examinations
by the Ohio Division of Financial Institutions and the Federal Deposit Insurance
Corporation to test Indian Village's compliance with various regulatory
requirements. This regulation and supervision establishes a comprehensive
framework of activities in which an institution can engage and is intended
primarily for the protection of the insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for


                                       19
<PAGE>

regulatory purposes. Any change in such policies, whether by the Ohio Division
of Financial Institutions, the Federal Deposit Insurance Corporation or
Congress, could have a material adverse impact on Indian Village Bancorp, Indian
Village and their operations. Certain of the regulatory requirements applicable
to Indian Village and to Indian Village Bancorp are referred to below or
elsewhere in this report. The description of statutory provisions and
regulations applicable to savings institutions and their holding companies set
forth in this report does not purport to be a complete description of such
statutes and regulations and their effects on Indian Village and Indian Village
Bancorp.

HOLDING COMPANY REGULATION

         Although Indian Village is an Ohio-chartered savings bank, Indian
Village Bancorp is a nondiversified unitary savings and loan holding company
within the meaning of federal law by virtue of Section 10(l) of the Home Owner's
Loan Act. Indian Village Bancorp's status as a savings and loan holding company
is conditioned upon Indian Village's satisfaction of the QTL Test imposed by the
regulations of the Office of Thrift Supervision. See "Federal Regulations--QTL
Test." Under prior law, a unitary savings and loan holding company, such as
Indian Village Bancorp was not generally restricted as to the types of business
activities in which it may engage, provided that Indian Village continued to be
a qualified thrift lender. The Gramm-Leach-Bliley Act of 1999 provides that no
company may acquire control of a savings association after May 4, 1999 unless it
engages only in the activities permitted for financial holding companies under
the Federal Bank Holding Company Act or for multiple savings and loan holding
companies as described below. Further, the Gramm-Leach-Bliley Act specifies that
savings and loan holding companies may only engage in such activities. The
Gramm-Leach-Bliley Act, however, grandfathered the unrestricted authority for
activities with respect to unitary savings and loan holding companies existing,
or subject to an application filed, prior to May 4, 1999, such as Indian Village
Bancorp, so long as Indian Village continues to comply with the QTL Test. Upon
any non-supervisory acquisition by Indian Village Bancorp of another savings
institution or savings bank that meets the qualified thrift lender test (as
described below) and is deemed to be a savings institution by the Office of
Thrift Supervision, Indian Village Bancorp would become a multiple savings and
loan holding company (if the acquired institution is held as a separate
subsidiary) and would generally be limited to activities permissible for bank
holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject
to the prior approval of the Office of Thrift Supervision, and certain
activities authorized by Office of Thrift Supervision regulation. The Office of
Thrift Supervision has issued an interpretation concluding that multiple savings
and loan holding companies may also engage in activities permitted for financial
holding companies.

         A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written approval
of the Office of Thrift Supervision and from acquiring or retaining control of a
depository institution that is not insured by the Federal Deposit Insurance
Corporation. In evaluating applications by holding companies to acquire savings
institutions, the Office of Thrift Supervision considers the financial and
managerial resources and future prospects of Indian Village Bancorp and the
institution involved, the effect of the acquisition on the risk to the deposit
insurance funds, the convenience and needs of the community and competitive
factors.

         The Office of Thrift Supervision may not approve any acquisition that
would result in a multiple savings and loan holding company controlling savings
institutions in more than one state, subject to two exceptions: (i) the approval
of interstate supervisory acquisitions by savings and loan holding companies and
(ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.

         Under the Federal Change in Control Act ("CIBCA"), a notice must be
submitted to the Office of Thrift Supervision if any person (including a
company), or group acting in concert, seeks to acquire 10% or more of the
outstanding voting stock of a savings and loan holding company, unless the
Office of Thrift Supervision has found that the acquisition will not result in a
change in control of the Company. Under the CIBCA, the Office of Thrift
Supervision has 60 days from the filing of a complete notice to act, taking into
consideration certain factors, including the financial and managerial resources
of the acquirer and the anti-trust effects of the acquisition. Any company that
acquires control would then be subject to regulation as a savings and loan
holding company.


                                       20
<PAGE>


         Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations do prescribe such restrictions
on subsidiary savings institutions as described below. Indian Village must
notify the Office of Thrift Supervision 30 days before declaring any dividend to
Indian Village Bancorp. In addition, the financial impact of a holding company
on its subsidiary institution is a matter that is evaluated by the Office of
Thrift Supervision and the agency has authority to order cessation of activities
or divestiture of subsidiaries deemed to pose a threat to the safety and
soundness of the institution.

STATE REGULATION

         The Ohio Division of Financial Institutions is responsible for the
regulation and supervision of Ohio savings banks in accordance with the laws of
the State of Ohio. Ohio law prescribes the permissible investments and
activities of Ohio savings banks, including the types of lending that such banks
may engage in and the investments in real estate, subsidiaries and corporate or
government securities that such banks may make. The ability of Ohio savings
banks to engage in these state-authorized investments is generally subject to
various limitations under Federal Deposit Insurance Corporation regulations and
oversight by the Federal Deposit Insurance Corporation.

         Any mergers involving, or acquisitions of control of, Ohio savings
banks are subject to the prior approval of the Ohio Division of Financial
Institutions. The Ohio Division of Financial Institutions may initiate certain
supervisory measures or formal enforcement actions against Ohio savings banks.
Ultimately, if the grounds provided by law exist, the Ohio Division of Financial
Institutions may place an Ohio savings bank in conservatorship or receivership.

         The Ohio Division of Financial Institutions conducts regular
examinations of Indian Village approximately once a year. The Ohio Division of
Financial Institutions imposes assessments on Ohio savings banks based on the
savings bank's asset size to cover the cost of supervision and examination.

         In addition to being governed by the laws of Ohio specifically
governing savings banks, Indian Village is also governed by Ohio corporate law,
to the extent such law does not conflict with the laws specifically governing
savings banks.

FEDERAL REGULATIONS

         Activities and Investments. All Federal Deposit Insurance
Corporation-insured state-chartered savings banks and their subsidiaries have
generally been limited to activities and equity investments of the type and in
the amount authorized for national banks, notwithstanding state law. The Federal
Deposit Insurance Corporation is authorized to permit such institutions to
engage in state authorized activities or investments that do not meet this
standard (other than non-subsidiary equity investments) for institutions that
meet all applicable capital requirements if it is determined that such
activities or investments do not pose a significant risk to the Savings
Association Insurance Fund. All non-subsidiary equity investments not permitted
for national banks were required to be divested by December 19, 1996, pursuant
to a Federal Deposit Insurance Corporation-approved divestiture plan. The
Federal Deposit Insurance Corporation restrictions on state-chartered
institutions have not affected the operations of Indian Village.

         CAPITAL REQUIREMENTS. The Federal Deposit Insurance Corporation has
adopted risk-based capital guidelines to which Indian Village is subject. The
guidelines establish a systematic analytical framework that makes regulatory
capital requirements more sensitive to differences in risk profiles among
banking organizations. Indian Village is required to maintain certain levels of
regulatory capital in relation to regulatory risk-weighted assets. The ratio of
such regulatory capital to regulatory risk-weighted assets is referred to as
Indian Village's "risk-based capital ratio." Risk-based capital ratios are
determined by allocating assets and specified off-balance sheet items to four
risk-weighted categories ranging from 0% to 100%, with higher levels of capital
being required for the categories perceived as representing greater risk.

         These guidelines divide a savings bank's capital into two tiers. The
first tier ("Tier I") includes common equity, retained earnings, certain
non-cumulative perpetual preferred stock (excluding auction rate issues) and
minority interests in equity accounts of consolidated subsidiaries, less
goodwill and other intangible assets (except mortgage servicing rights and
purchased credit card relationships subject to certain limitations).
Supplementary ("Tier II") capital includes,


                                       21
<PAGE>

among other items, cumulative perpetual and long-term limited-life preferred
stock, mandatory convertible securities, certain hybrid capital instruments,
term subordinated debt, the allowance for loan and lease losses limited to a
maximum of 1.25% of risk weighted assets, and up to 45% of unrealized gains on
available for sale securities with readily determinable fair market values.
Savings banks are required to maintain a total risk-based capital ratio of 8%,
of which at least 4% must be Tier I capital.

         In addition, the Federal Deposit Insurance Corporation has established
regulations prescribing a minimum Tier I leverage ratio (Tier I capital to
adjusted total assets as specified in the regulations). These regulations
provide for a minimum Tier I leverage ratio of 3% for banks that meet certain
specified criteria, including that they have the highest examination rating and
are not experiencing or anticipating significant growth. All other banks are
required to maintain a Tier I leverage ratio of at least 4%. The Federal Deposit
Insurance Corporation may, however, set higher capital requirements on
individual institutions when particular circumstances warrant. Savings banks
experiencing or anticipating significant growth are expected to maintain capital
ratios, including tangible capital positions, well above the minimum levels.

         The following is a summary of Indian Village's regulatory capital at
June 30, 2003:

            GAAP Capital to Total Assets.........................    8.10%
            Total Capital to Risk-Weighted Assets................   16.60%
            Tier I Leverage Ratio................................    8.05%

         The Federal Deposit Insurance Corporation, along with the other federal
banking agencies, have adopted a regulation providing that the agencies will
take account of the exposure of a bank's capital and economic value to changes
in interest rate risk in assessing a bank's capital adequacy.

         DIVIDEND LIMITATIONS. The Federal Deposit Insurance Corporation has
authority to use its enforcement powers to prohibit a savings bank from paying
dividends if, in its opinion, the payment of dividends would constitute an
unsafe or unsound practice. Under Ohio law, Indian Village is prohibited from
paying a dividend which would result in insolvency. Ohio law requires Indian
Village to obtain Division approval before payment of dividends in excess of net
profits for the current and two prior fiscal years, with certain adjustments.
Federal law prohibits the payment of dividends by a bank that will result in the
bank failing to meet applicable capital requirements on a pro forma basis.
Additionally, Indian Village, as a subsidiary of a savings and loan holding
company, is required to provide the Office of Thrift Supervision with 30 days
prior written notice before declaring any dividend.

         STANDARDS FOR SAFETY AND SOUNDNESS. The federal banking agencies have
adopted final regulations and Interagency Guidelines Prescribing Standards for
Safety and Soundness to implement safety and soundness standards used to
identify and address problems at insured depository institutions before capital
becomes impaired. If the appropriate federal banking agency determines that an
institution fails to meet any standard prescribed by the interagency guidelines,
the agency may require the institution to submit to the agency an acceptable
plan to achieve compliance with the standard, as required by the Federal Deposit
Insurance Act, as amended.

         PROMPT CORRECTIVE REGULATORY ACTION. Federal law requires, among other
things, that federal bank regulatory authorities take "prompt corrective action"
with respect to banks that do not meet minimum capital requirements. The
severity of such action depends on the degree of under capitalization.

         An institution is deemed to be "undercapitalized" if it has a total
risk-based capital ratio of less than 8%, a Tier I risk-based capital ratio of
less than 4%, or generally a leverage ratio of less than 4%. An institution is
deemed to be "significantly undercapitalized" if it has a total risk-based
capital ratio of less than 6%, a Tier I risk-based capital ratio of less than
3%, or a leverage ratio of less than 3%. An institution is deemed to be
"critically undercapitalized" if it has a ratio of tangible equity (as defined
in the regulations) to total assets that is equal to or less than 2%.


                                       22
<PAGE>

         Subject to a narrow exception, the banking regulator is required to
appoint a receiver or conservator for an institution that is "critically
undercapitalized." The regulation also provides that a capital restoration plan
must be filed with the Federal Deposit Insurance Corporation within 45 days of
the date a savings institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized." Compliance
with the plan must be guaranteed by any parent holding company. In addition,
numerous mandatory supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restrictions on growth, capital distributions and
expansion. The Federal Deposit Insurance Corporation could also take any one of
a number of discretionary supervisory actions, including the issuance of a
capital directive and the replacement of senior executive officers and
directors.

         INSURANCE OF DEPOSIT ACCOUNTS. Deposits of Indian Village are presently
insured by the Savings Association Insurance Fund. The Federal Deposit Insurance
Corporation maintains a risk-based assessment system by which institutions are
assigned to one of three categories based on their capitalization and one of
three subcategories based on examination ratings and other supervisory
information. An institution's assessment rate depends upon the categories to
which it is assigned. Assessment rates for Savings Association Insurance Fund
member institutions are determined semiannually by the Federal Deposit Insurance
Corporation and currently range from zero basis points for the healthiest
institutions to 27 basis points, of assessable deposits for the riskiest.

         In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the financing
corporation, a federal entity, to recapitalize the predecessor to the Savings
Association Insurance Fund. During 2002, finance corporation payments for
Savings Association Insurance Fund members approximated 1.65 basis points.

         The Federal Deposit Insurance Corporation has authority to increase
insurance assessments. A significant increase in Savings Association Insurance
Fund insurance premiums would likely have an adverse effect on the operating
expenses and results of operations of Indian Village. Management cannot predict
what insurance assessment rates will be in the future.

         Insurance of deposits may be terminated by the Federal Deposit
Insurance Corporation upon a finding that the institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order or
condition imposed by the Federal Deposit Insurance Corporation. The management
of Indian Village does not know of any practice, condition or violation that
might lead to termination of deposit insurance.

         TRANSACTIONS WITH RELATED PARTIES. Indian Village's authority to engage
in transactions with "affiliates" (e.g., any company that controls or is under
common control with an institution, including Indian Village Bancorp and its
non-savings institution subsidiaries) is limited by federal law. The aggregate
amount of covered transactions with any individual affiliate is limited to 10%
of the capital and surplus of the savings institution. The aggregate amount of
covered transactions with all affiliates is limited to 20% of the savings
institution's capital and surplus. Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type described in
federal law and the purchase of low quality assets from affiliates is generally
prohibited. Transactions with affiliates, including loans and asset purchases,
must be on terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies. In addition, institutions are prohibited from lending to any
affiliate that is engaged in activities that are not permissible for bank
holding companies and no institution may purchase the securities of any
affiliate other than a subsidiary.

         Indian Village's authority to extend credit to executive officers,
directors and 10% shareholders, as well as entities such persons control, is
governed by federal law. Among other things, such loans are required to be made
on terms substantially the same as those offered to unaffiliated individuals and
to not involve more than the normal risk of repayment. There is an exception for
loans made pursuant to a benefit or compensation program that is widely
available to all employees of the institution and does not give preference to
insiders over other employees. Federal law places individual and aggregate
limits on the amount of loans Indian Village may make to insiders based, in
part, on Indian Village's capital position and requires certain board approval
procedures to be followed.


                                       23
<PAGE>

         ENFORCEMENT. The Federal Deposit Insurance Corporation has primary
federal enforcement responsibility over Indian Village and has the authority to
bring actions against the institution and all institution-affiliated parties,
including stockholders, and any attorneys, appraisers and accountants who
knowingly or recklessly participate in wrongful action likely to have an adverse
effect on an insured institution. Formal enforcement action may range from the
issuance of a capital directive or cease and desist order to removal of officers
and/or directors to institution of receivership, conservatorship or termination
of deposit insurance. Civil penalties cover a wide range of violations and can
amount to $25,000 per day, or even $1 million per day in especially egregious
cases. Federal law also establishes criminal penalties for certain violations.

         QTL TEST. As a condition of Indian Village Bancorp's elected status as
a savings and loan holding company under Section 10(l) of the Home Owners Loan
Act, Indian Village must satisfy the QTL Test under the regulations of the
Office of Thrift Supervision. Under the test, a savings association is required
to either qualify as a "domestic building and loan association" under the
Internal Revenue Code or maintain at least 65% of its "portfolio assets" (total
assets less: (i) specified liquid assets up to 20% of total assets; (ii)
intangibles, including goodwill; and (iii) the value of property used to conduct
business) in certain "qualified thrift investments" (primarily residential
mortgages and related investments, including certain mortgage-backed securities)
in at least 9 months out of each 12 month period.

         A savings institution that fails the qualified thrift lender test is
subject to certain operating restrictions and may be required to convert to a
bank charter. As of June 30, 2003, Indian Village met the qualified thrift
lender test. Recent legislation has expanded the extent to which education
loans, credit card loans and small business loans may be considered "qualified
thrift investments."

FEDERAL HOME LOAN BANK SYSTEM

         Indian Village is a member of the Federal Home Loan Bank System, which
consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank
provides a central credit facility primarily for member institutions. Indian
Village, as a member of the Federal Home Loan Bank, is required to acquire and
hold shares of capital stock in that Federal Home Loan Bank in an amount at
least equal to 1.0% of the aggregate principal amount of its unpaid residential
mortgage loans and similar obligations at the beginning of each year, or 1/20 of
its advances (borrowings) from the Federal Home Loan Bank, whichever is greater.
Indian Village was in compliance with this requirement with an investment in
Federal Home Loan Bank stock at June 30, 2003 of $1.6 million.

         The Federal Home Loan Banks are required to provide funds for the
resolution of insolvent thrifts in the late 1980s and to contribute funds for
affordable housing programs. These requirements could reduce the amount of
dividends that the Federal Home Loan Banks pay to their members and could also
result in the Federal Home Loan Banks imposing a higher rate of interest on
advances to their members. If dividends were reduced, or interest on future
Federal Home Loan Bank advances increased, Indian Village's net interest income
would likely also be reduced. Recent legislation has changed the structure of
the Federal Home Loan Banks funding obligations for insolvent thrifts, revised
the capital structure of the Federal Home Loan Banks and implemented entirely
voluntary membership for Federal Home Loan Banks. Management cannot predict the
effect that these changes may have with respect to its Federal Home Loan Bank
membership.

FEDERAL RESERVE SYSTEM

         The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily NOW and regular checking accounts). The regulations generally provide
that reserves be maintained against aggregate transaction accounts as follows: a
3% reserve ratio is assessed on net transaction accounts up to and including
$42.1 million; a 10% reserve ratio is applied above $42.1 million. The first
$6.0 million of otherwise reservable balances are exempted from the reserve
requirements. Indian Village complied with the foregoing requirements.


                                       24
<PAGE>

FEDERAL AND STATE TAXATION

FEDERAL TAXATION

         GENERAL. Indian Village Bancorp and Indian Village reports income on a
fiscal year, consolidated basis using the accrual method of accounting. The
federal income tax laws apply to Indian Village Bancorp and Indian Village in
the same manner as to other corporations with some exceptions, including
particularly Indian Village's reserve for bad debts discussed below. The
following discussion of tax matters is intended only as a summary and does not
purport to be a comprehensive description of the tax rules applicable to Indian
Village or Indian Village Bancorp. Indian Village's federal tax returns have
been either audited or closed under the statute of limitations through tax year
1997. For its 2003 tax year, Indian Village's maximum federal income tax rate
was 34%.

         BAD DEBT RESERVES. For fiscal years beginning before December 31, 1995,
thrift institutions which qualified under certain definitional tests and other
conditions of the Internal Revenue Code of 1986, as amended, were permitted to
use certain favorable provisions to calculate their deductions from taxable
income for annual additions to their bad debt reserve. A reserve could be
established for bad debts on qualifying real property loans, generally secured
by interests in real property improved or to be improved, under the percentage
of taxable income method or the experience method. The reserve for nonqualifying
loans was computed using the experience method.

         Federal legislation enacted in 1996 repealed the reserve method of
accounting for bad debts for tax years beginning after 1995 and required savings
institutions to recapture or take into income certain portions of their
accumulated bad debt reserves. Thrift institutions eligible to be treated as
"small banks," those with assets of $500 million or less, are allowed to use the
experience method that applies to "small banks," while thrift institutions that
are treated as large banks, those with assets exceeding $500 million, are
required to use only the specific charge-off method. As a result, the percentage
of taxable income method of accounting for bad debts is no longer available for
any financial institution.

         A thrift institution required to change its method of computing
reserves for bad debts will treat the change as a change in method of
accounting, initiated by the taxpayer, and having been made with the consent of
the Internal Revenue Service. Any adjustment required to be taken into income
with respect to a change in accounting method generally will be taken into
income ratably over a six-taxable year period, beginning with the first taxable
year beginning after 1995, subject to a 2-year suspension if the "residential
loan requirement" is satisfied. Under the residential loan requirement
provision, the recapture required by the new legislation will be suspended for
each of two successive taxable years, beginning with Indian Village's 1996
taxable year, in which Indian Village originates a minimum of certain
residential loans based upon the average of the principal amounts of these loans
that Indian Village makes during its six taxable years preceding its current
taxable year.

         Indian Village is required to recapture or take into income over a six
year period the excess of the balance of its tax bad debt reserves as of
December 31, 1995 over the balance of the reserves as of December 31, 1987. As a
result, Indian Village will incur an additional tax liability of approximately
$35,000, which is generally expected to be taken into income beginning in 1996
over a six year period.

         DISTRIBUTIONS. If Indian Village makes "non-dividend distributions" to
Indian Village Bancorp, they will be considered to have been made from Indian
Village's unrecaptured tax bad debt reserves, including the balance of its
reserves as of December 31, 1987, to the extent of the "nondividend
distributions," and then from Indian Village's supplemental reserve for losses
on loans, to the extent of those reserves, and an amount based on the amount
distributed, but not more than the amount of those reserves, will be included in
Indian Village's taxable income. Non-dividend distributions include
distributions in excess of Indian Village's current and accumulated earnings and
profits, as calculated for federal income tax purposes, distributions in
redemption of stock, and distributions in partial or complete liquidation.
Dividends paid out of Indian Village's current or accumulated earnings and
profits will not be so included in Indian Village's taxable income.


                                       25
<PAGE>

         The amount of additional taxable income triggered by a non-dividend is
an amount that, when reduced by the tax attributable to the income, is equal to
the amount of the distribution. Therefore, if Indian Village makes a
non-dividend distribution to Indian Village Bancorp, approximately one and
one-half times the amount of the distribution not in excess of the amount of the
reserves would be includable in income for federal income tax purposes, assuming
a 34% federal corporate income tax rate. Indian Village does not intend to pay
dividends that would result in a recapture of any portion of its bad debt
reserves.

OHIO TAXATION

         Indian Village Bancorp is subject to the Ohio corporation franchise
tax, which, as applied to it, is a tax measured by both net income and net
worth. In general, the tax liability is the greater of 5.1% on the first $50,000
of computed Ohio taxable income and 8.5% of computed Ohio taxable income in
excess of $50,000, or 0.40% of taxable net worth. Under these alternative
measures of computing the tax liability, complex formulas determine the
jurisdictions to which total net income and total net worth are apportioned or
allocated. The minimum tax is $50 per year and maximum tax liability as measured
by net worth is limited to $150,000 per year.

         A special litter tax also applies to all corporations, including Indian
Village Bancorp, subject to the Ohio corporation franchise tax. This litter tax
does not apply to "financial institutions." If a corporation pays franchise tax
on the basis of net income, the litter tax is equal to 0.11% of the first
$50,000 of computed Ohio taxable income and 0.22% of computed Ohio taxable
income in excess of $50,000. If a corporation pays franchise tax on the basis of
net worth, the litter tax is equal to 0.014% times taxable net worth.

         A statutory exemption from the net worth tax is available to Indian
Village Bancorp if certain conditions are satisfied. Indian Village Bancorp
expects to qualify for this exemption, which would restrict its tax liability to
the tax measured by net income.

         Indian Village is a "financial institution" for State of Ohio tax
purposes. Accordingly, it must pay the Ohio corporate franchise tax on
"financial institutions," which is imposed annually at a rate of 1.3% of the
Indian Village's apportioned book net worth, determined under generally accepted
accounting principles, less any statutory deduction. As a "financial
institution," Indian Village does not pay any Ohio tax based upon net income or
net profits.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information regarding the
executive officers of Indian Village Bancorp and Indian Village.


NAME               AGE (1)      POSITION
----               -------      --------
Rebecca S. Mastin    49         Chairperson of the Board
Marty R. Lindon      45         President and Chief Executive Officer
Michael A. Cochran   52         Corporate Secretary
John A. Beitzel      54         Executive Vice President
Lori S. Frantz       42         Vice President-Administration
Larry S. Kutcher     54         Vice President-Retail Banking
Andrea R. Miley      27         Vice President-Controller
Elaine A. Tedrow     46         Vice President-Branch Operations

--------------
(1) As of June 30, 2003

         The executive officers of Indian Village Bancorp and Indian Village are
elected annually and hold office until their successors have been elected and
qualified or until they are removed or replaced.


                                       26
<PAGE>

BIOGRAPHICAL INFORMATION

         REBECCA S. MASTIN serves as our Chairperson of the Board and as
Chairperson of the Board of Indian Village. Ms. Mastin also owns Wendy's
restaurant franchises.

         MARTY R. LINDON has served as our President and Chief Executive Officer
since March 1999 and as President and Chief Executive Officer of Indian Village
since December 1998. Before serving as President and Chief Executive Officer of
Indian Village, he served as its Vice President of Lending since 1993.

         MICHAEL A. COCHRAN is an attorney in private practice. He is also
Assistant Prosecuting Attorney for Tuscarawas County, Ohio. Mr. Cochran serves
as our Corporate Secretary and as Corporate Secretary for Indian Village.

         JOHN A. BEITZEL serves as our Vice Chairman of the Board and as Vice
Chairman of the Board of Indian Village. Mr. Beitzel has also served as
Executive Vice President of Indian Village since July 1999. He retired as the
elected Tuscarawas County auditor.

         LORI S. FRANTZ serves as our Vice President - Administration since
March 1999. Before serving as Vice President - Administration of Indian Village,
she served as a Loan Adminsitrator.

         LARRY S. KUTCHER serves as our Vice President - Retail Banking since
April 2003. Before serving as Vice President - Retail Banking of Indian Village,
he was employed by National City Bank in New Philadelphia, Ohio as an Assistant
Vice President and Branch Manager.

         ANDREA R. MILEY serves as our Vice President - Controller since July
2000. Before serving as Vice President - Controller of Indian Village, she was
employed by Citizens Savings Bank in Martins Ferry, Ohio as Vice President -
Treasurer.

         ELAINE A. TEDROW serves as our Vice President - Branch Operations since
July 1999. Before serving as Vice President - Branch Operations of Indian
Village, she was employed by Tuscarawas County Title Agency in New Philadelphia,
Ohio as an Escrow Agent.

ITEM 2.  DESCRIPTION OF PROPERTIES

         The following table sets forth information relating to Indian Village's
offices as of June 30, 2003.


                                  YEAR      NET BOOK    OWNED/   APPROXIMATE
LOCATION                         OPENED     VALUE(1)    LEASED  SQUARE FOOTAGE
--------                         ------     --------    ------  --------------

Main Office
-----------
100 South Walnut Street
Gnadenhutten, Ohio                1968   $  236,000     Owned       7,600

Branch Office
-------------
635 West High Avenue(2)
New Philadelphia, Ohio            1999    1,137,000     Owned       4,200


(1)  Represents the net book value of land, buildings, furniture, fixtures and
     equipment owned by Indian Village.
(2)  Location of an automated teller machine.


                                       27
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         Indian Village Bancorp is not a party to any pending legal proceedings.
Periodically, there have been various claims and lawsuits involving Indian
Village, such as claims to enforce liens, condemnation proceedings on properties
in which Indian Village holds security interests, claims involving the making
and servicing of real property loans and other issues incident to Indian
Village's business. Indian Village is not a party to any pending legal
proceedings that it believes would have a material adverse effect on the
financial condition or operations of Indian Village.

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

         None.

                                     PART II

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

         The information under the section entitled "Shareholder Information" in
Indian Village Bancorp's 2003 Annual Report to Stockholders is incorporated
herein by reference.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information under the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Indian Village
Bancorp's 2003 Annual Report to Stockholders is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS

         The information under the section titled "Consolidated Financial
Statements" in Indian Village Bancorp's 2003 Annual Report to Stockholders, and
as listed under Item 13 herein, is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

ITEM 8A.          CONTROLS AND PROCEDURES.

         (a)      Evaluation of disclosure controls and procedures. Indian
                  Village Bancorp maintains controls and procedures designed to
                  ensure that information required to be disclosed in the
                  reports that Indian Village Bancorp files or submits under the
                  Securities Exchange Act of 1934 is recorded, processed,
                  summarized and reported within the time periods specified in
                  the rules and forms of the Securities and Exchange Commission.
                  Based upon their evaluation of those controls and procedures
                  performed within 90 days of the filing date of this report,
                  the chief executive officer and the chief financial officer of
                  Indian Village Bancorp's disclosure controls and procedures
                  were effective.

         (b)      Changes in internal controls. Indian Village Bancorp made no
                  significant changes in its internal controls or in other
                  factors that could significantly affect these controls
                  subsequent to the date of the evaluation of those controls by
                  the chief executive officer.


                                       28
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The information under the sections entitled "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in Indian Village
Bancorp's Proxy Statement for the 2003 Annual Meeting of Stockholders is
incorporated herein by reference.

         Indian Village Bancorp has adopted a code of ethics that applies to
Indian Village Bancorp's principal executive officer and principal financial
officer. A copy of Indian Village Bancorp's code of ethics is available to any
person without charge, upon written request made to the Corporate Secretary at
100 South Walnut Street, Gnadenhutten, Ohio 44629.

ITEM 10. EXECUTIVE COMPENSATION

         The information under the sections entitled "Executive Compensation"
and "Election of Directors-Directors' Compensation" in Indian Village Bancorp's
Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated
herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS

     The information under the section entitled "Stock Ownership" in Indian
Village Bancorp's Proxy Statement for the 2003 Annual Meeting of Stockholders is
incorporated herein by reference.

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
PLAN CATEGORY                 NUMBER OF SECURITIES TO BE     WEIGHTED-AVERAGE        NUMBER OF SECURITIES
                              ISSUED UPON EXERCISE  OF       EXERCISE PRICE OF       REMAINING AVAILABLE
                              OUTSTANDING OPTIONS,           OUTSTANDING OPTIONS,    FOR FUTURE ISSUANCE
                              WARRANTS AND RIGHTS            WARRANTS AND RIGHTS     UNDER EQUITY
                                                                                     COMPENSATION PLANS
                                                                                     (EXCLUDING SECURITIES
                                                                                     REFLECTED IN COLUMN (A))
                              (A)                            (B)                     (C)
-------------------------------------------------------------------------------------------------------------
<S>                                   <C>                          <C>                      <C>
EQUITY   COMPENSATION  PLANS
APPROVED BY SECURITY HOLDERS          37,560                       $12.10                   18,144
-------------------------------------------------------------------------------------------------------------
TOTAL                                 37,560                       $12.10                   18,144
-------------------------------------------------------------------------------------------------------------
</TABLE>

         Indian Village Bancorp does not maintain any equity compensation plans
that have not been approved by security holders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information under the section entitled "Transactions with Management"
in Indian Village Bancorp's Proxy Statement for 2003 Annual Meeting of
Stockholders is incorporated herein by reference.


                                       29
<PAGE>

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K

     (a)     (1)  The following are filed as a part of this report by means of
                  incorporation by reference to Indian Village Bancorp's 2003
                  Annual Report to Stockholders:

                  o      Independent Auditors' Report

                  o      Consolidated Statements of Financial Condition as of
                         June 30, 2003 and 2002.

                  o      Consolidated Statements of Income for the Year Ended
                         June 30, 2003 and Year Ended June 30, 2002.

                  o      Consolidated Statements of Equity for the Year Ended
                         June 30, 2003 and Year Ended June 30, 2002.

                  o      Consolidated Statements of Cash Flows for the Year
                         Ended June 30, 2003 and Year Ended June 30, 2002.

                  o      Notes to Consolidated Financial Statements

             (2)  All financial statement schedules are omitted because they are
                  not required or applicable, or the required information is
                  shown in the consolidated financial statements or the notes
                  thereto.

             (3)  Exhibits

                  3.1    Articles of Incorporation of Indian Village Bancorp,
                         Inc.(1)
                  3.2    Second Amended and Restated Bylaws of Indian Village
                         Bancorp, Inc. (4)
                  4.0    Form of Stock Certificate of Indian Village Bancorp,
                         Inc. (1)
                  10.1   Indian Village Community Bank Employee Stock Ownership
                         Plan Trust Agreement (2)
                  10.2   ESOP Loan Commitment Letter and ESOP Loan Documents (2)
                  10.3   Employment Agreement between Indian Village Community
                         Bank, Indian Village Bancorp, Inc. and Marty R. Lindon
                         (2)
                  10.4   Employment Agreement between Indian Village Community
                         Bank, Indian Village Bancorp, Inc. and Lori S. Frantz
                         (2)
                  10.5   Indian Village Community Bank Employee Severance
                         Compensation Plan (2)
                  10.6   Indian Village Bancorp, Inc. 2000 Stock-Based Incentive
                         Plan (3)
                  13.0   Indian Village Bancorp, Inc. 2003 Annual Report to
                         Stockholders
                  21.0   Subsidiary information is incorporated herein by
                         reference to Part I, Item 1, "Business--Subsidiary
                         Activities"
                  23.0   Crowe Chizek & Company LLC Consent
                  31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief
                         Executive Officer
                  31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief
                         Financial Officer
                  32.0   Section 1350 Certifications

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

                  (1)    Incorporated herein by reference from the Exhibits to
                         Form SB-2, Registration Statement and amendments
                         thereto, initially filed on March 18, 1999,
                         Registration No. 333-74621.

                  (2)    Incorporated herein by reference from the exhibits to
                         the Form 10-QSB for the quarter ended September 30,
                         1999, filed November 15, 1999.

                  (3)    Incorporated herein by reference to the definitive
                         proxy statement for the 2000 annual meeting of
                         stockholders filed on March 27, 2000.

                  (4)    Incorporated herein by reference from the exhibits to
                         the Form 10-KSB for the transition period from January
                         1, 2000 to June 30, 2000, filed September 28, 2000.

     (b)    Reports on Form 8-K



                                       30
<PAGE>

                  On May 6, 2003, Indian Village Bancorp furnished a Form 8-K to
                  file a press release announcing its financial results for the
                  three and nine months ended March 31, 2003.

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information under the section entitled "Ratification of Independent
Auditors" in Indian Village Bancorp's Proxy Statement for 2003 Annual Meeting of
Stockholders is incorporated herein by reference.


                                       31
<PAGE>



CONFORMED

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     INDIAN VILLAGE BANCORP, INC.

Date: September 26, 2003              By:  /s/ Marty R. Lindon
                                           ------------------------------------
                                           Marty R. Lindon

                                           President and Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

      Name                                     Title                                          Date
      ----                                     -----                                          ----
<S>                                            <C>                                      <C>
/s/ Marty R. Lindon                            President, Chief Executive               September 26, 2003
--------------------------------------         Officer and Director
Marty R. Lindon                                (principal executive officer)


/s/ Andrea R. Miley                            Vice President, Controller               September 26, 2003
--------------------------------------         (principal financial and accounting
Andrea R. Miley                                officer)


/s/ Rebecca S. Mastin                          Chairperson of the Board                 September 26, 2003
--------------------------------------
Rebecca S. Mastin


/s/ John A. Beitzel                            Vice Chairman of the Board               September 26, 2003
--------------------------------------
John A. Beitzel


/s/ Michael A. Cochran                         Corporate Secretary and Director         September 26, 2003
--------------------------------------
Michael A. Cochran


/s/ Vernon E. Mishler                          Director                                 September 26, 2003
--------------------------------------
Vernon E. Mishler


/s/ Joanne Limbach                             Director                                 September 26, 2003
-------------------------------------
Joanne Limbach


/s/ Cindy S. Knisely                           Director                                 September 26, 2003
--------------------------------------
Cindy S. Knisely

</TABLE>


                                       32
<PAGE>

SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     INDIAN VILLAGE BANCORP, INC.

Date: September 26, 2003             By:
                                          ----------------------------------
                                           Marty R. Lindon
                                           President and Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

      Name                                     Title                                          Date
      ----                                     -----                                          ----
<S>                                            <C>                                      <C>
                                               President, Chief Executive               September 26, 2003
--------------------------------------         Officer and Director
Marty R. Lindon                                (principal executive officer)

                                               Vice President, Controller               September 26, 2003
--------------------------------------         (principal financial and accounting
Andrea R. Miley                                officer)

--------------------------------------         Chairperson of the Board                 September 26, 2003
Rebecca S. Mastin

--------------------------------------         Vice Chairman of the Board               September 26, 2003
John A. Beitzel

                                               Corporate Secretary and Director         September 26, 2003
--------------------------------------
Michael A. Cochran

                                               Director                                 September 26, 2003
--------------------------------------
Vernon E. Mishler

                                               Director                                 September 26, 2003
--------------------------------------
Joanne Limbach

                                               Director                                 September 26, 2003
--------------------------------------
Cindy S. Knisely
</TABLE>



                                       33