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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File No . 0-21714
 CSB
BANCORP,
INC.
  Ohio
    
    34-1687530(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)91 North Clay Street, Millersburg, Ohio
    
    44654(Address of principal executive offices)
    
    (Zip code)
 (330) 674-9015
   Common Shares, $6.25 par value
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESS.Item 1A. Risk Factors.Item 1B. Unresolved Staff Comments.ITEM 2. PROPERTIES.ITEM 3. LEGAL PROCEEDINGS.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.ITEM 6. SELECTED FINANCIAL DATA.ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.ITEM 9A. CONTROLS AND PROCEDURES.ITEM 9B. OTHER INFORMATION.PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.ITEM 11. EXECUTIVE COMPENSATION.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.SIGNATURESINDEX TO EXHIBITSEX-13EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents   
 
   www.csb1.com
 www.sec.gov
 
 ITEM 1. BUSINESS.
 General
     2




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Recent Developments
  3




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Employees
  Competition
   Supervision and Regulation of CSB and Subsidiaries
      Regulation of Bank Holding Companies
   4




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Financial Modernization
   Regulatory Capital
     5




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Fiscal and Monetary Policies
  Limits on Dividends and Other Payments
   6




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Privacy Provisions of GLB
  USA Patriot Act
  Corporate Governance
  U.S. Treasury Capital Purchase Program
   7




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Statistical Disclosure
  Effect of Environmental Regulation
   
 Item 1A. Risk Factors.
 Cautionary Statement Regarding Forward-Looking Information
     8




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General
  
    
    Regulatory and Legislative initiatives
    
    Credit risk
    
    Changes in interest rates
    
    Economy
    
    New developments in the banking industry
    
    Thinly traded stock
    
    Failure to realize the anticipated benefits of the acquisition of Indian Village
Bancorp, Inc
    
    Inability to pay dividends
    
    Unauthorized disclosure of sensitive customer information
    
    Consumers may decide not to use banks to conduct their financial transactions
 Regulatory and Legislative initiatives
  Credit Risk
   Changes in interest rates
  Economy
  9




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##### Table of Contents



New developments in the banking industry
  Thinly traded stock
  Failure to realize the anticipated benefits of the acquisition of Indian Village Bancorp, Inc.
  The Banks ability to pay dividends is subject to regulatory limitations which, to the extent
the Company requires such dividends in the future, may affect its ability to pay dividends or
repurchase its stock.
  Unauthorized disclosure of sensitive or confidential client or customer information, whether
through a breach of our computer systems or otherwise, could severely harm our business.
  Consumers may decide not to use banks to conduct their financial transactions.
  10




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##### Table of Contents



Statistical Disclosures
  I. Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates and Interest
Differential
   II. Investment Portfolio
  (Dollars in thousands)2008
    
    
    2007
    
    
    2006Securities available-for-sale, at fair valueU.S. Treasury securities
    
    $
    100
    
    
    $
    102
    
    
    $
    100U.S. Government corporations and agencies
    
    
    12,541
    
    
    
    25,509
    
    
    
    32,917Mortgage-backed securities
    
    
    56,899
    
    
    
    42,365
    
    
    
    28,048Obligations of states and political subdivisions
    
    
    7,040
    
    
    
    3,159
    
    
    
    5,769Equity securities
    
    
    76
    
    
    
    285
    
    
    
    301Total
    
    $
    76,656
    
    
    $
    71,420
    
    
    $
    67,135
  (Dollars in thousands)MaturingAfter One YearThrough Five
    
    
    After Five YearsOne Year or Less
    
    
    Years
    
    
    Through Ten Years
    
    
    After Ten Years
    
    
    TotalAmortized
    
    
    
    
    
    
    Amortized
    
    
    
    
    
    
    Amortized
    
    
    
    
    
    
    Amortized
    
    
    
    
    
    
    AmortizedCost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    YieldAvailable for sale:U.S. Treasury
    
    $
    100
    
    
    
    4.88
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100
    
    
    
    4.88
    %U.S. Government
corporations and agencies
    
    
    3,000
    
    
    
    4.25
    
    
    $
    7,896
    
    
    
    3.67
    %
    
    $
    1,551
    
    
    
    4.80
    %
    
    
    
    
    
    
    
    
    
    
    12,447
    
    
    
    3.95Mortgage-backed securities
    
    
    12
    
    
    
    4.69
    
    
    
    
    
    
    
    
    
    
    
    4,117
    
    
    
    4.69
    
    
    $
    52,569
    
    
    
    5.51
    %
    
    
    56,698
    
    
    
    5.45Obligations of states and
political subdivisions
    
    
    2,859
    
    
    
    5.76
    
    
    
    1,064
    
    
    
    6.56
    
    
    
    1,618
    
    
    
    6.12
    
    
    
    1,505
    
    
    
    6.38
    
    
    
    7,046
    
    
    
    6.10Total
    
    $
    5,971
    
    
    
    4.98
    %
    
    $
    8,960
    
    
    
    4.01
    %
    
    $
    7,286
    
    
    
    5.03
    %
    
    $
    54,074
    
    
    
    5.53
    %
    
    $
    76,291
    
    
    
    5.27
    %
 11




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III. Loan Portfolio
 A.
    
    Types of Loans  Total loans on the balance sheet are comprised of the following
classifications at December 31:
 (Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Commercial
    
    $
    61,859
    
    
    $
    46,000
    
    
    $
    55,513
    
    
    $
    69,922
    
    
    $
    77,231Commercial real estate
    
    
    109,284
    
    
    
    97,985
    
    
    
    72,707
    
    
    
    52,661
    
    
    
    43,744Residential real estate
    
    
    125,149
    
    
    
    92,085
    
    
    
    85,933
    
    
    
    78,722
    
    
    
    78,862Construction
    
    
    11,239
    
    
    
    11,701
    
    
    
    7,735
    
    
    
    2,120
    
    
    
    8,034Installment and credit card
    
    
    8,677
    
    
    
    8,862
    
    
    
    10,510
    
    
    
    11,539
    
    
    
    10,273Total loans
    
    $
    316,208
    
    
    $
    256,633
    
    
    $
    232,398
    
    
    $
    214,964
    
    
    $
    218,144
 B.
    
    Maturities and Sensitivities of Loans to Changes in Interest Rates  The following is a
schedule of maturities of loans based on contract terms and assuming no amortization or
prepayments, excluding real estate mortgage and installment loans, as of December 31, 2008:
 (Dollars in thousands)MaturingOne Year
    
    
    One Through
    
    
    After Fiveor Less
    
    
    Five Years
    
    
    Years
    
    
    TotalCommercial
    
    $
    33,105
    
    
    $
    13,706
    
    
    $
    15,048
    
    
    $
    61,859Commercial real estate
    
    
    4,076
    
    
    
    9,037
    
    
    
    96,171
    
    
    
    109,284Construction
    
    
    3,572
    
    
    
    3,402
    
    
    
    4,265
    
    
    
    11,239Total
    
    $
    40,753
    
    
    $
    26,145
    
    
    $
    115,484
    
    
    $
    182,382
  (Dollars in thousands)
    
    Fixed Rate
    
    Variable RateTotal commercial, commercial real estate and construction
loans due after one year
    
    $
    25,127
    
    
    $
    116,502
   (Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(a) Loans accounted
for on a nonaccrual
basis
    
    $
    2,227
    
    
    $
    427
    
    
    $
    1,509
    
    
    $
    633
    
    
    $
    1,552(b) Accruing loans
that are
contractually past
due 90 days or more
as to interest or
principal payments
    
    
    416
    
    
    
    144
    
    
    
    
    
    
    
    168
    
    
    
    119Totals
    
    $
    2,643
    
    
    $
    571
    
    
    $
    1,509
    
    
    $
    801
    
    
    $
    1,671
 12




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(Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006Balance of impaired loans at December 31
    
    $
    2,405
    
    
    $
    198
    
    
    $
    988Less portion for which no allowance for loan loss is allocated
    
    
    20
    
    
    
    
    
    
    
    Portion of impaired loan balance for which an allowance for
loan losses is allocated
    
    
    2,385
    
    
    
    198
    
    
    
    988Portion of allowance for loan losses allocated to the
impaired loan balance at December 31
    
    
    335
    
    
    
    43
    
    
    
    327
        13




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IV. Summary Of Loan Loss Experience
  (Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004LOANSAverage loans outstanding during
period
    
    $
    262,933
    
    
    $
    241,979
    
    
    $
    225,445
    
    
    $
    220,655
    
    
    $
    216,864ALLOWANCE FOR LOAN LOSSESBalance at beginning of period
    
    $
    2,586
    
    
    $
    2,607
    
    
    $
    2,445
    
    
    $
    2,575
    
    
    $
    2,459Loans charged-off:Commercial
    
    
    (55
    )
    
    
    (146
    )
    
    
    (9
    )
    
    
    (16
    )
    
    
    (95
    )Commercial real estate
    
    
    (10
    )
    
    
    (333
    )
    
    
    (123
    )
    
    
    (442
    )
    
    
    0Residential real estate
    
    
    (19
    )
    
    
    (34
    )
    
    
    (74
    )
    
    
    (16
    )
    
    
    (275
    )Installment and credit card
    
    
    (70
    )
    
    
    (100
    )
    
    
    (104
    )
    
    
    (102
    )
    
    
    (64
    )Total loans charged-off
    
    
    (154
    )
    
    
    (613
    )
    
    
    (310
    )
    
    
    (576
    )
    
    
    (434
    )Recoveries of loans previously
charged-off:Commercial
    
    
    6
    
    
    
    43
    
    
    
    20
    
    
    
    63
    
    
    
    61Commercial real estate
    
    
    4
    
    
    
    0
    
    
    
    80
    
    
    
    2
    
    
    
    0Residential real estate
    
    
    10
    
    
    
    9
    
    
    
    3
    
    
    
    33
    
    
    
    23Installment
    
    
    151
    
    
    
    68
    
    
    
    67
    
    
    
    67
    
    
    
    43Total loan recoveries
    
    
    171
    
    
    
    120
    
    
    
    170
    
    
    
    163
    
    
    
    127Net loans (charged-off) recovered
    
    
    17
    
    
    
    (493
    )
    
    
    (140
    )
    
    
    (413
    )
    
    
    (307
    )Provision charged to operating
expense
    
    
    333
    
    
    
    472
    
    
    
    302
    
    
    
    283
    
    
    
    423Addition from acquisition
    
    
    458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at end of period
    
    $
    3,394
    
    
    $
    2,586
    
    
    $
    2,607
    
    
    $
    2,445
    
    
    $
    2,575Ratio of net charge-offs
(recoveries) to average loans
outstanding for period
    
    
    (0.01
    )%
    
    
    0.20
    %
    
    
    0.06
    %
    
    
    0.19
    %
    
    
    0.14
    %
   14




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Allocation of the Allowance for Loan Losses(Dollars in thousands)Percentage of
    
    
    
    
    
    Percentage of
    
    
    
    
    
    Percentage of
    
    
    
    
    
    Percentage of
    
    
    
    
    
    Percentage ofLoans in
    
    
    
    
    
    Loans in
    
    
    
    
    
    Loans in
    
    
    
    
    
    Loans in
    
    
    
    
    
    Loans inEach
    
    
    
    
    
    Each
    
    
    
    
    
    Each
    
    
    
    
    
    Each
    
    
    
    
    
    EachAllowance
    
    Category to
    
    Allowance
    
    Category to
    
    Allowance
    
    Category to
    
    Allowance
    
    Category to
    
    Allowance
    
    Category toAmount
    
    Total Loans
    
    Amount
    
    Total Loans
    
    Amount
    
    Total Loans
    
    Amount
    
    Total Loans
    
    Amount
    
    Total LoansDecember 31, 2008
    
    December 31, 2007
    
    December 31, 2006
    
    December 31, 2005
    
    December 31, 2004Commercial
    
    $
    716
    
    
    
    19.56
    %
    
    $
    454
    
    
    
    17.93
    %
    
    $
    967
    
    
    
    23.89
    %
    
    $
    936
    
    
    
    32.52
    %
    
    $
    1,256
    
    
    
    35.41
    %Commercial real
estate
    
    
    1,058
    
    
    
    34.56
    
    
    
    1,012
    
    
    
    38.18
    
    
    
    1,041
    
    
    
    31.28
    
    
    
    763
    
    
    
    24.50
    
    
    
    765
    
    
    
    20.05Residential real
estate
    
    
    1,244
    
    
    
    39.58
    
    
    
    666
    
    
    
    35.88
    
    
    
    379
    
    
    
    36.98
    
    
    
    278
    
    
    
    36.62
    
    
    
    261
    
    
    
    36.15Construction
    
    
    111
    
    
    
    3.56
    
    
    
    104
    
    
    
    4.56
    
    
    
    22
    
    
    
    3.33
    
    
    
    4
    
    
    
    .99
    
    
    
    18
    
    
    
    3.68Installment and
credit card
    
    
    94
    
    
    
    2.74
    
    
    
    96
    
    
    
    3.45
    
    
    
    32
    
    
    
    4.52
    
    
    
    36
    
    
    
    5.37
    
    
    
    22
    
    
    
    4.71Unallocated
    
    
    171
    
    
    
    
    
    
    
    254
    
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    428
    
    
    
    
    
    
    
    253Total
    
    $
    3,394
    
    
    
    100.00
    %
    
    $
    2,586
    
    
    
    100.00
    %
    
    $
    2,607
    
    
    
    100.00
    %
    
    $
    2,445
    
    
    
    100.00
    %
    
    $
    2,575
    
    
    
    100.00
    %
 15




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V. Deposits
  Average
    
    
    AverageAmounts Outstanding
    
    
    Rate PaidYear ended December 31
    
    
    Year ended December 312008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Noninterest-bearing demand
    
    $
    42,598
    
    
    $
    41,740
    
    
    $
    38,938
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AInterest-bearing demand
deposits
    
    
    45,166
    
    
    
    45,606
    
    
    
    46,096
    
    
    
    0.29
    %
    
    
    0.56
    %
    
    
    0.50
    %Savings deposits
    
    
    45,591
    
    
    
    41,123
    
    
    
    41,528
    
    
    
    0.82
    
    
    
    1.24
    
    
    
    0.99Time deposits
    
    
    124,123
    
    
    
    124,752
    
    
    
    120,981
    
    
    
    3.49
    
    
    
    4.48
    
    
    
    3.95Total deposits
    
    $
    257,478
    
    
    $
    253,221
    
    
    $
    247,543
  (Dollars in thousands)Three months or less
    
    $
    10,248Over three through six months
    
    
    6,944Over six through twelve months
    
    
    14,525Over twelve months
    
    
    16,742Total
    
    $
    48,459
 VI. Return On Equity and Assets
 2008
    
    2007
    
    2006Return on average assets
    
    
    0.99
    %
    
    
    1.07
    %
    
    
    0.97
    %Return on average shareholders equity
    
    
    9.23
    
    
    
    9.82
    
    
    
    8.95Dividend payout ratio
    
    
    50.99
    
    
    
    50.41
    
    
    
    51.89Average shareholders equity to average assets
    
    
    10.71
    
    
    
    10.91
    
    
    
    10.87
 16




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VII. Short-Term Borrowings
  (Dollars in thousands)
    
    2008
    
    
    2007
    
    
    2006Securities sold under agreements to repurchase,
federal funds purchased and short-term advances at
period-end
    
    $
    22,892
    
    
    $
    27,305
    
    
    $
    28,022Weighted average interest rate at period-end
    
    
    1.52
    %
    
    
    3.49
    %
    
    
    3.71
    %Maximum outstanding at any month-end during the year
    
    
    28,826
    
    
    
    34,371
    
    
    
    41,468Average amount outstanding
    
    
    25,761
    
    
    
    29,950
    
    
    
    32,974Weighted average rates during the year
    
    
    2.23
    %
    
    
    3.96
    %
    
    
    3.84
    %
 
 Item 1B. Unresolved Staff Comments.
  17




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ITEM 2. PROPERTIES.
  Location
    
    Banking Center
    
    Other Property
    
    Address
    
    Owned
    
    LeasedMillersburg
    
    
    
    X
    
    6 West Jackson Street, Millersburg, Ohio 44654
    
    XWalnut Creek
    
    X
    
    
    
    4980 Old Pump Street, Walnut Creek, Ohio 44687
    
    XWinesburg
    
    X
    
    
    
    2225 U.S. 62, Winesburg, Ohio 44690
    
    XSugarcreek
    
    X
    
    
    
    127 South Broadway, Sugarcreek, Ohio 44681
    
    XCharm
    
    X
    
    
    
    4440 C.R.70, Charm, Ohio 44617
    
    
    
    XClinton Commons
    
    X
    
    
    
    2102 Glen Drive, Millersburg, Ohio 44654
    
    
    
    XBerlin
    
    X
    
    
    
    4587 S.R.39 Suite B, Berlin, Ohio 44610
    
    
    
    XSouth Clay
    
    X
    
    
    
    91 South Clay Street, Millersburg, Ohio 44654
    
    XShreve
    
    X
    
    
    
    333 West South Street, Shreve, Ohio 44676
    
    XOrrville
    
    X
    
    
    
    461 Wadsworth Road, Orrville, Ohio 44667
    
    
    
    XOperations Center
    
    X
    
    
    
    91North Clay Street, Millersburg, Ohio 44654
    
    XWooster Trust
    
    
    
    X
    
    146 East Liberty Street, Wooster, Ohio 44691
    
    
    
    XGnadenhutten
    
    X
    
    
    
    100 South Walnut Street, Gnadenhutten, Ohio 44629
    
    XNew Philadelphia
    
    X
    
    
    
    635 West High Avenue, New Philadelphia, Ohio
44663
    
    XNorth Canton
    
    X
    
    
    
    1210 North Main Street, North Canton, Ohio 44720
    
    
    
    X
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  18




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ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  Equity Compensation Plan Information
 Number of sharesNumber of shares of
    
    
    
    
    
    remaining available forcommon stock to be issued
    
    Weighted-average exercise
    
    future issuance underupon exercise of
    
    price of outstanding
    
    equity compensation plansoutstanding options,
    
    options, warrants, and
    
    (excluding securitieswarrants and rights
    
    rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans
approved by
stockholders
    
    
    40,720
    
    
    $
    17.55
    
    
    
    159,280Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    40,720
    
    
    $
    17.55
    
    
    
    159,280
 ISSUER PURCHASES OF EQUITY SECURITIES
 MaximumTotal Number of
    
    Number ofShares
    
    Shares thatPurchased as Part of
    
    May Yet beTotal Number of
    
    Average Price
    
    Publicly Announced
    
    PurchasedPeriod
    
    Shares Purchased
    
    Paid Per Share
    
    Plans
    
    Under the PlanOctober 1, 2008 to
October 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,471November 1, 2008 to
November 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,471December 1, 2008 to
December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,471
  19




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##### Table of Contents



PERFORMANCE GRAPH
  2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008CSBB
    
    $
    100.00
    
    
    $
    123.03
    
    
    $
    130.38
    
    
    $
    121.83
    
    
    $
    118.57
    
    
    $
    104.93S & P 500
    
    
    100.00
    
    
    
    108.99
    
    
    
    112.26
    
    
    
    127.55
    
    
    
    132.06
    
    
    
    81.23NASDAQ Bank
    
    
    100.00
    
    
    
    110.99
    
    
    
    106.18
    
    
    
    117.87
    
    
    
    91.85
    
    
    
    69.88
 
 
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  20




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
       
 ITEM 9B. OTHER INFORMATION.
  21




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    
 ITEM 11. EXECUTIVE COMPENSATION.
 COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION AND
OTHER INFORMATION EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  22




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   
    
    Report of Independent Registered Public Accounting Firm (S.R. Snodgrass)  pg. 26.
    
    Consolidated Balance Sheets at December 31, 2008 and 2007   pg. 27.
    
    Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006
  pg. 28.
    
    Consolidated Statements of Shareholders Equity  pg. 29.
    
    Consolidated Statements of cash flows for the years ended December 31, 2008, 2007 and
2006  pgs. 30-31.
    
    Notes to Consolidated Financial Statements  pgs. 38-53.
     Exhibit Number
    
    Description of Document2.1
    
    Agreement and Plan of Merger, dated as of May 14, 2008, by
and between CSB Bancorp, Inc. and Indian Village Bancorp,
Inc., as filed as Exhibit 2.1 with CSB Bancorp Inc.s Form
8-K on May 16, 2008.3.1
    
    Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrants 1994 Form
10-KSB).3.1.1
    
    Amended form of Article Fourth of Amended Articles of
Incorporation, as effective April 9, 1998 (incorporated by
reference to Registrants 1998 Form 10-K).3.2
    
    Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrants Form 10-SB).4
    
    Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrants Form 10-SB).10.1
    
    Leases for the Clinton Commons, Berlin and Charm Branch
Offices of The Commercial and Savings Bank (incorporated by
reference to Registrants Form 10-SB).10.3
    
    Employment Agreement between CSB Bancorp, Inc. and John J.
Limbert (incorporated by reference to Registrants Form 8-K
filed May 22, 2003).13
    
    CSB Bancorp, Inc. 2008 Annual Report to Shareholders21
    
    Subsidiaries of CSB Bancorp, Inc.23.1
    
    Consent of S.R. Snodgrass A.C.31.1
    
    Section 302 Certification of Chief Executive Officer31.2
    
    Section 302 Certification of Chief Financial Officer32.1
    
    Section 906 Certification of Chief Executive Officer32.2
    
    Section 906 Certification of Chief Financial Officer
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##### Table of Contents



CSB BANCORP, INC./s/ Eddie L. SteinerDate: March 25, 2009
    Eddie L. Steiner, President and Chief ExecutiveOfficer  Signatures
    
    Title/s/ Eddie L. Steiner

Eddie L. Steiner
    
    President and Chief Executive Officer/s/ Paula J. Meiler

Paula J. Meiler
    
    Senior Vice President and Chief Financial Officer/s/ Pamela S. Basinger

Pamela S. Basinger
    
    Vice President and Principal Accounting Officer/s/ Robert K. Baker

Robert K. Baker
    
    Director/s/ Ronald E. Holtman

Ronald E. Holtman
    
    Director/s/ J. Thomas Lang

J. Thomas Lang
    
    Director/s/ Daniel J. Miller

Daniel J. Miller
    
    Director/s/ Jeffery A. Robb, Sr.

Jeffery A. Robb, Sr.
    
    Director/s/ John R. Waltman

John R. Waltman
    
    Director
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##### Table of Contents



Exhibit
    
    
    
    SequentialNumber
    
    Description of Document
    
    Page2.1
    
    Agreement and Plan of Merger, dated as of May 14,
2008, by and between CSB Bancorp, Inc. and Indian
Village Bancorp, Inc., as filed as Exhibit 2.1 with
CSB Bancorp Inc.s Form 8-K on May 16, 2008.
    
    N/A3.1
    
    Amended Articles of Incorporation of CSB Bancorp,
Inc. (incorporated by reference to Registrants
1994 Form 10-KSB)
    
    N/A3.1.1
    
    Amended form of Article Fourth of Amended Articles
of Incorporation, as effective April 9, 1998
(incorporated by reference to Registrants 1998
Form 10-K).
    
    N/A3.2
    
    Code of Regulations of CSB Bancorp, Inc.
(incorporated by reference to Registrants Form
10-SB).
    
    N/A4
    
    Form of Certificate of Common Shares of CSB
Bancorp, Inc. (incorporated by reference to
Registrants Form 10-SB).
    
    N/A10.1
    
    Leases for the Clinton Commons, Berlin and Charm
Branch Offices of The Commercial and Savings Bank
(incorporated by reference to Registrants Form
10-SB).
    
    N/A10.3
    
    Employment Agreement between CSB Bancorp, Inc. and
John J. Limbert (incorporated by reference to
Registrants Form 8-K filed May 22, 2003)
    
    N/A13
    
    CSB Bancorp, Inc. 2008 Annual Report to Shareholders
    
    N/A21
    
    Subsidiaries of CSB Bancorp, Inc.
    
    N/A23.1
    
    Consent of S.R. Snodgrass A.C.
    
    N/A31.1
    
    Section 302 Certification of Chief Executive Officer
    
    N/A31.2
    
    Section 302 Certification of Chief Financial Officer
    
    N/A32.1
    
    Section 906 Certification of Chief Executive Officer
    
    N/A32.2
    
    Section 906 Certification of Chief Financial Officer
    
    N/A
 25