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, 2002


[ ]    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, 2002 were
$5,462,000.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $4.8 million, based upon the closing
price ($15.00 per share) as quoted on the OTC Bulletin Board for September 6,
2002. 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 6, 2002 was 402,139

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2002 annual report to stockholders and the proxy statement for
the 2002 annual meeting of stockholders are incorporated by reference into Parts
II and III, respectively.



<PAGE>

<TABLE>
<CAPTION>
                                                        INDEX

                                                        Part I
                                                                                                               Page

<S>        <C>                                                                                                 <C>
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

                                                      Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
                  of the Exchange Act............................................................................28
Item 10.   Executive Compensation................................................................................28
Item 11.   Security Ownership of Certain Beneficial Owners and Management........................................29
Item 12.   Certain Relationships and Related Transactions........................................................29
Item 13.   Exhibits and Reports on Form 8-K......................................................................29
Item 14.   Controls and Procedures...............................................................................30
</TABLE>

<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., 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. 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 business activity is the
ownership of all of Indian Village's capital stock and is the sole member of
Delaware Valley Title, LLC ("Title Company"). 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, 2002, Indian Village's net loans totaled $52.5
million, or 61.5% 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,
                                      ----------------------     -----------------------
                                                2002                       2001
                                      ----------------------     -----------------------
                                                     PERCENT                    PERCENT
                                       AMOUNT       OF TOTAL        AMOUNT      OF TOTAL
                                       ------       --------        ------      --------
                                                     (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>       <C>            <C>
Real estate loans:
   One- to four-family .............    $38,898        72.98%       $33,698      69.32%
   Multi-family ....................      2,392         4.49          2,339       4.81
   Commercial ......................      2,476         4.65          2,576       5.30
   Construction ....................      1,863         3.50          1,488       3.06
   Land ............................        610         1.14            388       0.80
                                        -------       ------        -------     ------
      Total real estate loans ......     46,239        86.76         40,489      83.29

Consumer loans:
   Home equity loans and lines
    of credit ......................      2,096         3.93          2,190       4.51
   Home improvement loans ..........      1,346         2.53          1,125       2.31
   Automobile ......................      1,463         2.74          1,409       2.90
   Loans on deposit accounts .......        312         0.59            459       0.94
   Unsecured .......................        187         0.35            200       0.41
   Other ...........................        556         1.04          1,460       3.01
                                        -------       ------        -------     ------
      Total consumer loans .........      5,960        11.18          6,843      14.08

Commercial business loans ..........      1,100         2.06          1,277       2.63
                                        -------       ------        -------     ------
      Total loans ..................     53,299       100.00%        48,609     100.00%
                                                      ======                    ======
Less:
   Net deferred loan fees and costs..      (62)                         (66)
   Loans in process..................       --                           (1)
   Allowance for loan losses.........     (757)                        (253)
                                        -------                     -------
      Net loans......................  $52,480                      $48,289
                                       =======                      =======

</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, 2002, 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.

         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 6% 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, 2002, adjustable rate mortgage loans secured by one- to
four-family residences amounted to $2.4 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 does
not use private mortgage insurance which would permit it to make loans with
higher loan-to-value ratios. 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, 2002,
purchased participation interests amounted to $1.4 million. At June 30, 2002,
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 either 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, 2002, 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 $1,051,000 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, 2002, Indian
Village's regulatory limit on loans to one borrower was $1.3 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 six commercial
loans and one consumer loan. These loans were nonperforming at June 30, 2002.

         MATURITY OF LOAN PORTFOLIO. The following table presents certain
information at June 30, 2002 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, 2002
                                            -----------------------------------------------------------------------
                                             ONE- TO      MULTI-
                                              FOUR-     FAMILY AND   CONSTRUCTION  CONSUMER  COMMERCIAL    TOTAL
                                            FAMILY (1)  COMMERCIAL                            BUSINESS     LOANS
                                                        REAL ESTATE
                                            -----------------------------------------------------------------------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                           <C>       <C>        <C>          <C>        <C>         <C>
Amounts due in:
   One year or less .......................   $   345    $   --       $  288       $1,236     $  914     $ 2,783
   More than one year to three years ......     1,667        97           --          812          4       2,580
   More than three years to five years ....     1,503        --           --          717         49       2,269
   More than five years to 10 years .......     4,496        77           --          911         --       5,484
   More than 10 years to 15 years .........    19,020     2,998          813          606         --      23,437
   More than 15 years .....................    12,477     1,696          762        1,678        133      16,746
                                              -------    ------       ------       ------     ------     -------
      Total amount due ....................   $39,508    $4,868       $1,863       $5,960     $1,100     $53,299
                                              =======    ======       ======       ======     ======     ========
</TABLE>

(1)   Includes land loans.


                                       7
<PAGE>


      The following table presents the dollar amount of all loans at June 30,
2002 that are due after June 30, 2003.

                                              DUE AFTER JUNE 30, 2003
                                   ----------------------------------------
                                      FIXED-       ADJUSTABLE-
                                       RATE           RATE          TOTAL
                                   ----------------------------------------
                                           (DOLLARS IN THOUSANDS)

     Real estate loans:
        One- to four-family (1) ....   $36,795       $2,368       $39,163
        Multi-family and Commercial      1,581        3,287         4,868
         Construction ..............     1,575           --         1,575
             Total real estate loans    39,951        5,655        45,606
        Consumer loans .............     2,777        1,947         4,724
        Commercial business loans ..       186           --           186
                                       -------       ------       -------
           Total loans .............   $42,914       $7,602       $50,516
                                       =======       ======       =======

         (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 or Martin Merryman 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 Mr. Merryman. 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.

<TABLE>
<CAPTION>
                                             YEAR ENDED          YEAR ENDED          SIX MONTHS
                                               JUNE 30,            JUNE 30,         ENDED JUNE 30,
                                                 2002                2001               2000
                                             -----------         ----------         --------------
                                                               (IN THOUSANDS)

<S>                                            <C>                <C>                <C>
Total loans at beginning of period .........   $ 48,609           $ 41,153           $ 37,614

   Originations:
      Real estate:
         One- to four-family (1) ...........      9,011              7,607              2,383
         Multi-family ......................         90                430                840
         Commercial ........................         --                645                100
         Construction ......................      3,645              2,062              1,459
            Total real estate loans ........     12,746             10,744              4,885

      Consumer loans .......................      1,096              3,988              2,646
      Commercial business ..................         --              1,220                 40
                                               --------           --------           --------
            Total loans originated .........     13,842             15,952              7,571

   Purchases ...............................         --                 --                 --
   Sales ...................................         --                 --                 --

Less:
   Principal loan repayments and prepayments     (9,152)            (8,496)            (4,032)
   Transfers to real estate owned ..........         --                 --                 --
                                               --------           --------           --------
                                                 (9,152)            (8,496)            (4,032)
Net loan activity ..........................      4,690              7,456              3,539
                                               --------           --------           --------
Total loans at end of period ...............   $ 53,299           $ 48,609           $ 41,153
                                               ========           ========           ========
</TABLE>

(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, 2002, Indian Village had variable rate loan commitments
totaling $1.6 million, ranging in rates from 6.0% to 10.0%, and fixed-rate loan
commitments totaling, $2.2 million ranging in rates from 5.75% to 17.75%.

         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, 2002, Indian Village had $62,000 of net deferred loan fees. Indian
Village recognized an immaterial amount of deferred loan fees during the year
ended June 30, 2002 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


                                       9
<PAGE>


made on the 45th day of delinquency. On or about the 60th day of delinquency,
Indian Village sends a certified letter to 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.

<TABLE>
<CAPTION>

                                                           AT JUNE 30,    AT JUNE 30,
                                                              2002          2001
                                                           -----------   -----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                                          <C>         <C>
Nonaccruing loans:
   One- to four-family .................................     $  318      $  398
   Multi-family ........................................        369         365
   Commercial real estate ..............................         --          --
   Construction ........................................         --          --
   Land ................................................         --          --
   Consumer ............................................        307         180
   Commercial business .................................      1,051          --
                                                             ------      ------
      Total nonaccruing loans (1) ......................      2,045         943

Loans past due 90 days and accruing interest ...........         --          --
Real estate owned (2) ..................................         70          70
Other repossessed assets ...............................         --          --
                                                             ------      ------
      Total nonperforming assets (3) ...................      2,115       1,013
Troubled debt restructurings ...........................         --          --
                                                             ------      ------
Troubled debt restructurings and total
   nonperforming assets ................................     $2,115      $1,013
                                                             ======      ======
Total nonperforming loans and troubled debt
   restructurings as a percentage of total loans .......       3.84%       1.94%
Total nonperforming assets and troubled debt
   restructurings as a percentage of total assets ......       2.48%       1.36%
</TABLE>

(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 increase in nonperforming assets was primarily the result of one
borrower's loans being classified nonperforming. The borrower had total loans
classified as nonperforming of $1.1 million at June 30, 2002. 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, 2002 had nonaccruing loans been current according to their original terms
amounted to approximately $121,000. No interest was included in interest income
for the year ended June 30, 2002 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, 2002, 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,
                                                      2002            2001
                                                --------------    -----------
                                                         (IN THOUSANDS)
Classified assets:
   Loss ....................................          $ 456          $   --
   Doubtful ................................             --              --
   Substandard .............................            769           1,013
   Special mention .........................            609             388


         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, 2002, Indian Village had an allowance for loan losses of
$757,000. 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     SIX MONTHS
                                                                                  JUNE 30,      JUNE 30,     ENDED JUNE 30,
                                                                                    2002          2001           2000
                                                                                 -------------------------------------------
                                                                                          (DOLLARS IN THOUSANDS)
<S>                                                                                 <C>            <C>            <C>
Allowance for loan losses, beginning of period.....................                 $253           $237           $232
Charge-offs:
   One- to four-family.............................................                   --             (6)            --
   Multi-family....................................................                   --             --             --
   Commercial......................................................                   --             --             --
   Construction....................................................                   --             --             --
   Land............................................................                   --             --             --
   Consumer........................................................                  (15)           (10)            --
   Commercial business.............................................                   --             --             --
                                                                                    ----           ----           ----
      Total charge-offs............................................                  (15)           (16)            --
Recoveries:
   One- to four-family.............................................                   --             --             --
   Multi-family....................................................                   --             --             --
   Commercial......................................................                   --             --             --
   Construction....................................................                   --             --             --
   Land............................................................                   --             --             --
   Consumer........................................................                   --             --             --
   Commercial business.............................................                   --             --             --
                                                                                    ----           ----           ----
      Total recoveries.............................................                   --             --             --
Net charge-offs....................................................                  (15)           (16)            --
Provision for loan losses..........................................                  519             32              5
Allowance for loan losses, end of period...........................                 $757           $253           $237
                                                                                    ====           ====           ====
Net charge-offs to average interest-earning loans..................                 0.03%          0.04%            --%
Allowance for loan losses to total loans...........................                 1.42%          0.52%          0.58%
Allowance for loan losses to nonperforming loans and
   troubled debt restructurings....................................                37.02%         26.83%         72.48%
Net charge-offs to allowance for loan losses.......................                 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,
                                            2002                               2001
                               -------------------------------------------------------------------
                                                                                         PERCENT
                                          PERCENT OF   PERCENT OF           PERCENT OF   OF LOANS
                                          ALLOWANCE     LOANS IN            ALLOWANCE    IN EACH
                               AMOUNT      IN EACH        EACH      AMOUNT   IN EACH     CATEGORY
                                         CATEGORY TO    CATEGORY             CATEGORY       TO
                                            TOTAL       TO TOTAL             TO TOTAL      TOTAL
                                          ALLOWANCE      LOANS               ALLOWANCE     LOANS
                               -------   -----------   ----------   ------  ----------   ---------
                                                       (DOLLARS IN THOUSANDS)
<S>                              <C>         <C>         <C>         <C>       <C>         <C>
Real estate loans:
   One- to four-family.......    $ 81        10.70%      72.98%      $ 73      28.85%      69.32%
   Multi-family..............      28         3.70        4.49         21       8.30        4.81
   Commercial................      12         1.59        4.65         15       5.93        5.30
   Construction..............       3         0.40        3.50          2       0.79        3.06
   Land......................       9         1.19        1.14          3       1.19        0.80
Consumer loans...............      93        12.28       11.18         54      21.34       14.08
Commercial business
   loans.....................     512        67.63        2.06          9       3.56        2.63
Unallocated..................      19         2.51          --         76      30.34          --
                                 ----       ------      ------       ----     ------      ------
      Total allowance
         for loan losses.....    $757       100.00%     100.00%      $253     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, 2002, 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,
                                                           2002                    2001
                                               ------------------------   -------------------
                                                 AMORTIZED       FAIR     AMORTIZED     FAIR
                                                   COST          VALUE       COST       VALUE
                                               ----------------------------------------------
                                                                 (IN THOUSANDS)
<S>                                                 <C>          <C>       <C>        <C>
Investment securities available for sale:
      Municipal securities...................       $6,046       $6,081    $5,145     $5,102
      Equity securities......................        1,478        1,400     1,399      1,399
      Corporate securities...................          940          966       497        502
      Obligations of U.S. Treasury and U.S.
        government agencies..................           --           --        --         --
                                                   -------      -------   -------     ------
            Total............................        8,464        8,447     7,041      7,003

Mortgage-backed securities available for sale:
      Private issues.........................          368          368       392        393
      Ginnie Mae.............................        2,395        2,431      1,806     1,848
      Fannie Mae.............................        6,775        6,797     4,239      4,262
      Freddie Mac............................        7,686        7,678     3,486      3,508
                                                   -------      -------   -------     ------
            Total............................       17,224       17,274     9,923     10,011
                                                   -------      -------   -------     ------
Net unrealized gains (losses) on securities
   available for sale........................           33          N/A        50        N/A
                                                   -------      -------   -------     ------
            Total securities available for
               sale..........................      $25,721      $25,721   $17,014     17,014
                                                   =======      =======   =======     ======
</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, 2002, 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.

<TABLE>
<CAPTION>
                                                                        YEAR ENDED       YEAR ENDED
                                                                          JUNE 30,        JUNE 30,
                                                                            2002            2001
                                                                         ---------        ---------
                                                                              (IN THOUSANDS)
<S>                                                                       <C>             <C>
Mortgage-backed securities (1):
   Mortgage-backed securities, beginning of period..............          $ 10,011        $  9,684
   Purchases....................................................            18,494           6,738
   Sales........................................................            (6,224)         (3,302)
   Repayments and prepayments...................................            (4,925)         (3,337)
   Increase (decrease) in net premium...........................               (44)            (65)
   Increase (decrease) in unrealized gain.......................               (38)            293
                                                                          --------        --------
      Net increase in mortgage-backed securities................             7,263             327
                                                                          --------        --------
   Mortgage-backed securities, end of period....................          $ 17,274        $ 10,011
                                                                           =======        ========
Investment securities (2):
   Investment securities, beginning of period...................          $  7,003        $ 10,377
   Purchases....................................................            13,133          13,030
   Sales........................................................           (11,665)        (16,520)
   Calls........................................................              (100)           (250)
   Maturities...................................................                --              --
   Increase (decrease) in net premium...........................                55             213
   Increase (decrease) in unrealized gain.......................                21             153
                                                                          --------        --------
      Net increase (decrease) in investment securities..........             1,444          (3,374)
                                                                          --------        --------
   Investment securities, end of period.........................          $  8,447        $  7,003
                                                                          ========        ========
</TABLE>

(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, 2002, all of which are available for sale.


<TABLE>
<CAPTION>
                                       LESS THAN       ONE TO        AFTER FIVE TO         AFTER
                                       ONE YEAR       FIVE YEARS       TEN YEARS         TEN YEARS         TOTALS
                                  ----------------  --------------- ----------------- ----------------- ---------------
                                           WEIGHTED                           WEIGHTED           WEIGHTED             WEIGHTED
                                  CARRYING AVERAGE  AMOUNT CARRYING CARRYING  AVERAGE  CARRYING   AVERAGE  CARRYING    AVERAGE
                                   VALUE    YIELD            VALUE    VALUE    YIELD     VALUE     YIELD     VALUE      YIELD
                                   -----    -----   -------  -----    -----    -----     -----     -----   --------   ---------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                 <C>      <C>   <C>       <C>      <C>       <C>    <C>           <C>    <C>          <C>
Securities available for sale:
  Investment securities:
    Municipal securities (1).           --     --  $  105    6.81%    $1,547    5.91%    $4,429     6.45%    $ 6,081      6.34%
    Corporate securities.....          966   8.43      --      --         --      --         --       --         966      8.43
  Mortgage-backed securities.        6,318   3.80   6,952    4.77      1,095    4.58      2,909     4.97      17,274      4.75
                                    ------  -----  ------    ----     ------    ----     ------     ----     -------      ----
        Total................       $7,284   4.41% $7,057    4.80%    $2,642    5.36%    $7,338     5.86%    $24,321      5.29%
                                    ======   ====  ======    ====     ======    ====     ======     ====     =======      ====
</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, 2002, 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, 2002. Jumbo
certificate accounts have principal balances of $100,000 or more.


          MATURITY PERIOD                             AMOUNT
       ----------------------                      -------------
                                                  (In thousands)
       Three months or
       less....................................        $ 731
       Over three through six
       months..................................        2,102
       Over six through twelve
       months..................................        1,431
       Over twelve
       months..................................        2,525
                                                      ------
                Total..........................       $6,789
                                                      ======



                                       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                                      2001
                                         --------------------------------------------        ---------------------------------
                                                           PERCENT                           PERCENT
                                                           OF TOTAL           AVERAGE        OF TOTAL                   AVERAGE
                                         AVERAGE           AVERAGE              RATE         AVERAGE    AVERAGE           RATE
                                         BALANCE           DEPOSITS             PAID         BALANCE    DEPOSITS          PAID
                                         -------           --------             ----         -------    --------          ----
                                                                         (Dollars in thousands)
<S>                                      <C>               <C>                  <C>          <C>         <C>             <C>

Passbook accounts ...............        $ 4,943            10.02%              2.21%        $ 5,020      12.39%          3.01%
Money market ....................          5,201            10.54               2.51           2,857       7.05           4.27
  accounts
NOW accounts ....................          3,832             7.77               0.73           1,696       4.19           2.54
Certificates of
 deposit (1) ....................         33,791            68.51               5.12          29,637      73.17           6.07
Noninterest-bearing
deposits:
   Demand deposits ..............          1,557             3.16                 --           1,298       3.20             --
                                         -------           ------                            -------     ------
      Total average                      $49,324           100.00%                           $40,508     100.00%
        deposits ................        =======           ======                            =======     ======


</TABLE>


(1)   Based on remaining maturity of certificates of deposit.


         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,
                                                 2002                             2001
                                   ------------------------------------   --------------------
                                              PERCENT OF     INCREASE                 PERCENT
                                    AMOUNT      TOTAL       (DECREASE)    AMOUNT      OF TOTAL
                                   --------     -----       ----------    ------      --------
                                                  (Dollars in thousands)
<S>                                <C>         <C>            <C>        <C>           <C>

Passbook accounts............      $  5,087      9.79%        $   256    $  4,831       10.83%
NOW accounts.................         2,579      4.96             303       2,276        5.10
Money market deposits........         6,007     11.56           1,781       4,226        9.47
Fixed-rate certificates
 maturing:
   Within 1 year.............        18,784     36.15            (938)     19,722       44.20
   After 1 year, but                  7,438     14.32             470       6,968       15.62
     within 2 years..........
   After 2 years, but                10,505     20.22           5,428       5,077       11.38
      within 5 years.........
   After 5 years.............            --        --              --          --          --
                                   --------    ------         -------    --------      ------
   Total certificates........        36,727     70.69           4,960      31,767       71.20
                                   --------    ------         -------    --------      ------
Noninterest-bearing deposits:
   Demand deposits...........         1,557      3.00              40       1,517        3.40
                                   --------    ------         -------    --------      ------

      Total..................      $ 51,957    100.00%        $ 7,340    $ 44,617      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 30, 2002
               -----------------------------------------------------------------  AT JUNE      AT JUNE
               LESS THAN     1 - 2     2 - 3      3 - 4      AFTER                   30,          30,
                ONE YEAR     YEARS     YEARS      YEARS     4 YEARS    TOTAL        2002         2001
               ----------------------------------------------------------------- --------      --------
                                                 (DOLLARS IN THOUSANDS)

<S>               <C>        <C>       <C>       <C>         <C>      <C>        <C>          <C>
0.00 -
4.00%.........    $ 7,669    $  861    $  167    $   --      $   --   $ 8,697    $ 8,697      $    15

4.01 -
5.00%.........      8,122       126     1,001        --          --     9,249      9,249        3,094

5.01 -
6.00%.........      6,073       298     1,673       888       3,462    12,394     12,394        6,667

6.01 -
7.00%.........      1,888       754        57     1,039       1,922     5,660      5,660       21,324

Over 7.00%....         --        --        --       727          --       727        727          667
                  -------     -----    ------     -----      ------   -------    -------      -------

  Total.......    $23,752    $2,039    $2,898    $2,654      $5,384   $36,727    $36,727      $31,767
                  =======    ======    ======    ======      ======   =======    =======      =======
</TABLE>


DEPOSIT  ACTIVITY.  The following table presents the deposit  activity of Indian
Village for the periods indicated.
<TABLE>
<CAPTION>
                                                                    YEAR ENDED         YEAR ENDED
                                                                     JUNE 30,           JUNE 30,
                                                                     --------           --------
                                                                       2002               2001
                                                                     --------           --------
                                                                            (IN THOUSANDS)

<S>                                                                     <C>           <C>
Beginning balance...............................................        $44,617       $36,586
Net  deposits (withdrawals) before interest credited............          5,349         5,895
Interest credited...............................................          1,991         2,136
                                                                        -------       -------
Net increase (decrease) in deposits.............................          7,340         8,031
                                                                        -------       -------
   Ending balance...............................................        $51,957       $44,617
                                                                        =======       =======
</TABLE>

         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,
2002, Indian Village had outstanding advances of $24.8 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.


<TABLE>
<CAPTION>
                                                                                     AT JUNE 30,
                                                                                 ------------------
                                                                                 2002          2001
                                                                                 ----          ----
                                                                               (DOLLARS IN THOUSANDS)

<S>                                                                             <C>         <C>
Maximum amount of advances outstanding at any month end............             25,229      $22,900
Approximate average advances outstanding...........................             23,069       21,260
Approximate weighted average rate paid on advances.................               5.51%        5.94%

<CAPTION>
                                                                                      AT JUNE 30,
                                                                                 ------------------
                                                                                  2002          2001
                                                                                  ----          ----
                                                                               (DOLLARS IN THOUSANDS)

<S>                                                                            <C>          <C>
Balance outstanding at end of period...............................            $24,826      $21,200
Weighted average rate paid on advances.............................               5.14%        5.75%
</TABLE>


PERSONNEL

         As of June 30, 2002, Indian Village Bancorp had 17 full-time employees
and 3 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,
2002.

                           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 the
Congress, could have a material adverse impact on the Company, 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 financial activities permitted for financial holding
companies under the law 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 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.

         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
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.

         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,


                                       20
<PAGE>

subsidiaries and corporate or government securities that such banks may make.
The ability of Ohio savings banks to engage in these state-authorized
investments generally is 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.

         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 an 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.

FEDERAL REGULATIONS

         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, among other items, cumulative
perpetual and long-term limited-life preferred stock, mandatory convertible
securities, certain hybrid capital instruments, term subordinated debt and the
allowance for loan and lease losses limited to a maximum of 1.25% of risk
weighted assets, subject to certain limitations, less required deductions.
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.


                                       21
<PAGE>

         The following is a summary of Indian Village's regulatory capital at
June 30, 2002:

                  GAAP Capital to Total Assets.....................  9.68%
                  Total Capital to Risk-Weighted Assets............ 16.04%
                  Tier I Leverage Ratio............................  9.52%

         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%.

         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


                                       22
<PAGE>


semiannually by the Federal Deposit Insurance Corporation and currently range
from zero basis points for the healthiest institutions to 27 basis points 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 to recapitalize the predecessor to the Savings Association Insurance
Fund. During 2002, Finance Corporation payments for Savings Association
Insurance Fund members approximated 1.72 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 the Company 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.

         ENFORCEMENT. The Federal Deposit Insurance Corporation has primary
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


                                       23


<PAGE>

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, 2002, 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, 2002 of $1.3 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 over $5.7 million to
and including $41.3 million; a 10% reserve ratio is applied above $41.3 million.
The first $5.7 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 2002 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
Martin L. Merryman           42           Vice President-Lending
Andrea R. Miley              27           Vice President-Controller
Elaine A. Tedrow             46           Vice President-Branch Operations

-----------------------------
(1)  As of June 30, 2002

         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 Community Bank. 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
Community Bank since December 1998. Before serving as President and Chief
Executive Officer of Indian Village Community Bank, 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
Community Bank.

         JOHN A. BEITZEL serves as our Vice Chairman of the Board and as Vice
Chairman of the Board of Indian Village Community Bank. Mr. Beitzel has also
served as Executive Vice President of Indian Village Community Bank 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
Community Bank, she served as a Loan Adminsitrator.

         MARTY L. MERRYMAN serves as our Vice President - Lending since July
1999. Before serving as Vice President - Lending of Indian Village Community
Bank, he was employed by Citizens Savings Bank in Martins Ferry, Ohio as a
Senior Vice President.

         ANDREA R. MILEY serves as our Vice President - Controller since July
2000. Before serving as Vice President - Controller of Indian Village Community
Bank, 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 Community Bank, she was employed by Tuscarawas County Title Agency in
New Philadelphia, Ohio as a Escrow Agent.

ITEM 2.  DESCRIPTION OF PROPERTIES

         The following table sets forth information relating to Indian Village's
offices as of June 30, 2002.


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

Main Office
-----------
100 South Walnut Street        1968      $219,000     Owned           7,600
Gnadenhutten, Ohio

Branch Office
-------------
635 West High Avenue(2)        1999      1,193,000    Owned           4,200
New Philadelphia, Ohio


(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 2002 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 2002 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 2002 Annual Report to Stockholders, and
as listed under Item 13 herein, is incorporated herein by reference.


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

         The information under the section entitled "Ratification of Independent
Auditors" in Indian Village Bancorp's Proxy Statement for the 2002 Annual
Meeting of Stockholders is incorporated herein by reference.

                                    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 2002 Annual Meeting of Stockholders is
incorporated herein by reference.


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 2002 Annual Meeting of Stockholders is incorporated
herein by reference.


                                       28
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information under the section entitled "Stock Ownership" in Indian
Village Bancorp's Proxy Statement for the 2002 Annual Meeting of Stockholders is
incorporated herein by reference.


EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
PLAN CATEGORY          NUMBER OF SECURITIES          WEIGHTED-AVERAGE         NUMBER OF SECURITIES
                       TO BE ISSUED UPON EXERCISE    EXERCISE PRICE OF        REMAINING AVAILABLE FOR
                       OF OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     FUTURE ISSUANCE UNDER EQUITY
                       WARRANTS AND RIGHTS           WARRANTS AND RIGHTS      COMPENSATION PLANS (EXCLUDING
                                                                              SECURITIES REFLECTED IN COLUMN (a))
                       (a)                           (b)                       (c)
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                          <C>                            <C>
EQUITY   COMPENSATION  PLANS
APPROVED BY SECURITY HOLDERS            44,150                       $12.10                         408
-----------------------------------------------------------------------------------------------------------------
Total                                   44,150                       $12.10                         408
-----------------------------------------------------------------------------------------------------------------
</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 2002 Annual Meeting of
Stockholders is incorporated herein by reference.

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
                      2002 Annual Report to Stockholders:

                           o Independent Auditors' Report

                           o Consolidated Statements of Financial Condition as
                             of June 30, 2002 and 2001.

                           o Consolidated Statements of Income for the Year
                             Ended June 30, 2002 and Year Ended June 30, 2001.

                           o Consolidated Statements of Equity for the Year
                             Ended June 30, 2002 and Year Ended June 30, 2001.

                           o Consolidated Statements of Cash Flows for the Year
                             Ended June 30, 2002 and Year Ended June 30, 2001.

                           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)


                                    29

<PAGE>

                           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. 2002 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 LLP Consent
                           --------------------

                           (1)    Incorporated herein by reference from the
                                  Exhibits to Form SB-2, Registration Statement
                                  and amendments thereto, initially filed on
                                  March 18, 1998, 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,
                                  2000.
                           (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

                  None.

ITEM 14.          CONTROLS AND PROCEDURES.

                  Not applicable.


                                       30
<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 27, 2002             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 27, 2002
---------------------------------------        Officer and Director
Marty R. Lindon                                (principal executive officer)



/s/ Andrea R. Miley                            Vice President, Controller               September 27, 2002
--------------------------------------         (principal financial and accounting
Andrea R. Miley                                officer)



/s/ Rebecca S. Mastin                          Chairperson of the Board                 September 27, 2002
-------------------------------------
Rebecca S. Mastin


/s/ John A. Beitzel                            Vice Chairman of the Board               September 27, 2002
-------------------------------------
John A. Beitzel


/s/ Michael A. Cochran                         Corporate Secretary and Director         Septembe 27, 2002
-------------------------------------
Michael A. Cochran


/s/ Vernon E. Mishler                          Director                                 September 27, 2002
------------------------------------------
Vernon E. Mishler


/s/ Joanne Limbach                             Director                                 September 27, 2002
-------------------------------------
Joanne Limbach


/s/ Cindy S. Knisely                           Director                                 September 27, 2002
---------------------------------------------
Cindy S. Knisely

</TABLE>


                                       31



<PAGE>

                                 CERTIFICATIONS

         I, Marty R. Lindon, President and Chief Executive Officer, of Indian
Village Bancorp, Inc., certify that:

1.       I have reviewed this annual report on Form 10-KSB of Indian Village
         Bancorp, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report.



Date:  September 27, 2002

/s/Marty R. Lindon
------------------
Marty R. Lindon
President and Chief Executive Officer
(principal executive officer)



         I, Andrea R. Miley, Vice President-Controller of Indian Village
Bancorp, Inc., certify that:

1.       I have reviewed this annual report on Form 10-KSB of Indian Village
         Bancorp, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report.



Date:  September 27, 2002

/s/Andrea R. Miley
------------------
Andrea R. Miley
Vice President-Controller
(principal financial officer)


                                       32