SEPARATION, WAIVER AND MUTUAL RELEASE AGREEMENT

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

|WITNESS:              | CSB BANCORP, INC.                                                      
|--------------------- | -----------------------------------------------------------------------
|                      |                                                                        
|/s/ SAMUEL M. STEIMEL | By: /s/ DANIEL J. MILLER

Printed Name: Daniel J. Miller

Its: Chairman
|                      |                                                                        
|WITNESS:              | THE COMMERCIAL AND SAVINGS BANK

OF MILLERSBURG                        
|                      |                                                                        
|/s/ SAMUEL M. STEIMEL | By: /s/ DANIEL J. MILLER

Printed Name: Daniel J. Miller

Its: Chairman
|                      |                                                                        
|WITNESS:              |                                                                        
|                      |                                                                        
|/s/ SANDRA L. MILLER  | By: /s/ DOUGLAS D. AKINS                                               
|                      | Douglas D. Akins