AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

dated as of

by and between

and

INDIAN VILLAGE BANCORP, INC.

TABLE OF CONTENTS

		Page
RECITALS			1
ARTICLE I – CERTAIN DEFINITIONS			1
1.01 Certain Definitions			1
ARTICLE II – THE MERGER			7
2.01 The Parent Merger			7
2.02 The Subsidiary Merger			8
2.03 Effectiveness of Parent Merger			8
2.04 Effective Date and Effective Time			8
ARTICLE III – MERGER CONSIDERATION; SURRENDER OF CERTIFICATES			9
3.01 Merger Consideration			9
3.02 Rights as Shareholders; Share Transfers			9
3.03 Exchange Procedures			10
3.04 Conversion of Indian Village Stock Options			11
3.05 Anti-Dilution Provisions and Other Adjustments			12
3.06 Dissenting Shares			12
3.07 Tax Consequences			13
ARTICLE IV – ACTIONS PENDING CONSUMMATION OF MERGER			13
4.01 Forbearances of Indian Village			13
4.02 Forbearances of CSB			16
ARTICLE V – REPRESENTATIONS AND WARRANTIES			17
5.01 Disclosure Schedules			17
5.02 Standard			17
5.03 Representations and Warranties of Indian Village			17
5.04 Representations and Warranties of CSB			33
ARTICLE VI – COVENANTS			38
6.01 Reasonable Best Efforts			38
6.02 Shareholder Approval			38
6.03 Registration Statement			39
6.04 Press Releases			40
6.05 Access; Information			40
6.06 Acquisition Proposals; Break Up Fee			41
6.07 Takeover Laws			41
6.08 Certain Policies			41
6.09 Regulatory Applications			42
6.10 Employment Matters; Employee Benefits			42
6.11 Notification of Certain Matters			44

		Page
6.12 Accounting and Tax Treatment			44
6.13 No Breaches of Representations and Warranties			44
6.14 Consents			44
6.15 Insurance Coverage			44
6.16 Correction of Information			44
6.17 Confidentiality			45
6.18 Supplemental Assurances			45
6.19 Regulatory Matters			45
6.20 Establishment of Bank Community Board			45
6.21 Indemnification; Directors’ and Officers’ Liability Insurance			46
6.22 Non-Solicitation			46
ARTICLE VII – CONDITIONS TO CONSUMMATION OF THE MERGER			46
7.01 Conditions to Each Party’s Obligation to Effect the Merger			46
7.02 Conditions to Obligation of Indian Village			47
7.03 Conditions to Obligation of CSB			48
ARTICLE VIII – TERMINATION			49
8.01 Termination			49
8.02 Effect of Termination and Abandonment, Enforcement of Agreement			50
ARTICLE IX – MISCELLANEOUS			50
9.01 Survival			50
9.02 Waiver; Amendment			50
9.03 Counterparts			51
9.04 Governing Law			51
9.05 Expenses			51
9.06 Notices			51
9.07 Entire Understanding; No Third Party Beneficiaries			52
9.08 Interpretation; Effect			52
9.09 Waiver of Jury Trial			52
EXHIBIT A Form of Voting Agreement

      AGREEMENT AND PLAN OF MERGER , dated as of May 14, 2008 (hereinafter referred to as this “ Agreement ”), by and between CSB Bancorp, Inc., an Ohio corporation (hereinafter referred to as “ CSB ”), and Indian Village Bancorp, Inc., a Pennsylvania corporation (hereinafter referred to as “ Indian Village ”);

WITNESSETH:

      WHEREAS , CSB is a registered bank holding company and owns all of the outstanding shares of The Commercial and Savings Bank of Millersburg, Ohio, an Ohio commercial bank (hereinafter referred to as “CSB Bank”);

      WHEREAS , Indian Village is a registered unitary thrift holding company and owns all of the outstanding shares of Indian Village Community Bank, an Ohio savings bank (hereinafter referred to as “ Indian Village Bank ”);

      WHEREAS , the Boards of Directors of CSB and Indian Village believe that the merger of Indian Village with and into CSB, followed by the merger of Indian Village Bank with and into CSB Bank, each in accordance with the terms and subject to the conditions of this Agreement, would be in the best interests of the shareholders of CSB and Indian Village; and

      WHEREAS , the Boards of Directors of CSB and Indian Village have each unanimously approved this Agreement and the transactions contemplated hereby;

      NOW, THEREFORE , in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, CSB and Indian Village, intending to be legally bound, hereby agree as follows:

ARTICLE I
Certain Definitions

     1.01 Certain Definitions . The following terms are used in this Agreement with the meanings set forth below:

     “ Acquisition Proposal ” has the meaning set forth in Section 6.06(a).

     “ Affiliate ” means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

     “ Agreement ” means this Agreement, as amended or modified from time to time in accordance with Section 9.02.

     “ Agreement to Merge ” has the meaning set forth in Section 2.02.

     “ Associate ” has the meaning set forth in Rule 12b-2 under the Exchange Act.

     “ BHCA ” means the Bank Holding Company Act of 1956, as amended.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Compensation and Benefit Plans ” has the meaning set forth in Section 5.03(m)(i).

     “ Consultants ” has the meaning set forth in Section 5.03(m)(i).

     “ CSB ” has the meaning set forth in the preamble to this Agreement.

     “ CSB Articles ” means the Articles of Incorporation of CSB, as amended.

     “ CSB Bank ” has the meaning set forth in the recitals to this Agreement.

     “ CSB Board ” means the Board of Directors of CSB.

     “ CSB Code ” means the Code of Regulations of CSB, as amended.

     “ CSB Common Shares ” means the common shares, par value $6.25 per share, of CSB.

     “ CSB SEC Documents ” has the meaning set forth in Section 5.04(h)(i).

     “ CSB Shares ” means the CSB Common Shares.

     “ D&O Policy ” has the meaning set forth in Section 6.21(b).

     “ Delaware Valley Title ” means Delaware Valley Title, LLC, an Ohio corporation and wholly-owned subsidiary of Indian Village.

     “ Directors ” has the meaning set forth in Section 5.03(m)(i).

     “ Disclosure Schedule ” has the meaning set forth in Section 5.01.

     “ Dissenting Shares ” means any Indian Village Common Shares held by a holder who properly demands and perfects appraisal rights with respect to such shares in accordance with applicable provisions of the PBCL.

     “ Effective Date ” means the date on which the Effective Time occurs.

     “ Effective Time ” means the effective time of the Parent Merger, as provided for in Section 2.04.

     “ Employees ” has the meaning set forth in Section 5.03(m)(i).

     “ Environmental Laws ” means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the

Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” has the meaning set forth in Section 5.03(m)(iii).

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

     “ Exchange Agent ” has the meaning set forth in Section 3.03(a).

     “ Exchange Fund ” has the meaning set forth in Section 3.03(a).

     “ FDIC ” means the Federal Deposit Insurance Corporation.

     “ FRB ” means the Board of Governors of the Federal Reserve System.

     “ Governmental Authority ” means any court, arbitration panel, administrative agency or commission or other federal, state or local governmental authority or instrumentality (including, without limitation, any Regulatory Authority).

     “ Hazardous Materials ” means, collectively, (a) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and regulations promulgated thereunder, (b) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, as amended through the date hereof, or regulations promulgated thereunder, and (c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any applicable federal, state or local law relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material.

     “ HOLA ” means the Home Owners’ Loan Act of 1933, as amended.

     “ Indian Village ” has the meaning set forth in the preamble to this Agreement.

     “ Indian Village 401(k) Plan ” has the meaning set forth in Section 6.10(d).

     “ Indian Village 401(k) Shares ” has the meaning set forth in Section 6.10(d).

     “ Indian Village Articles ” means the Articles of Incorporation of Indian Village, as amended.

     “ Indian Village Bank ” has the meaning set forth in the preamble to this Agreement.

     “ Indian Village Board ” means the Board of Directors of Indian Village.

     “ Indian Village Bylaws ” means the Bylaws of Indian Village, as amended.

     “ Indian Village Common Shares ” means the shares of common stock, par value $.01 per share, of Indian Village.

     “ Indian Village ESOP ” has the meaning set forth in Section 6.10(e).

     “ Indian Village ESOP Shares ” means the Indian Village Common Shares held by the Indian Village ESOP.

     “ Indian Village’s Financial Statements ” has the meaning set forth in Section 5.03(g)(i).

     “ Indian Village Meeting ” has the meaning set forth in Section 6.02.

     “ Indian Village Option Plan ” has the meaning set forth in Section 3.04(a).

     “ Indian Village Shareholder Adoption ” has the meaning set forth in Section 5.03(d).

     “ Information ” has the meaning set forth in Section 6.17.

     “ IRS ” has the meaning set forth in Section 5.03(m)(ii).

     “ Knowledge ” means, with respect to CSB, the Knowledge of any officer of CSB with the title of not less than a senior vice president and, with respect to Indian Village, the Knowledge of any officer of Indian Village and/or Indian Village Bank with the title of Chairman, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, or Vice President Administration. An officer of CSB or Indian Village shall be deemed to have “knowledge” of a particular fact or matter if such officer is actually aware of such fact or matter or a prudent individual would be reasonably expected to discover or otherwise become aware of such fact or matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or matter.

     “ Lien ” means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance.

     “ Material Adverse Effect ” means, with respect to CSB or Indian Village, as the context may require, any effect that (i) is or is reasonably likely to be material and adverse to the financial position, results of operations or business of CSB and its Subsidiaries, taken as a whole, or Indian Village and its Subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either CSB or Indian Village to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided , however , that Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or Governmental Authorities or other changes affecting depository institutions generally, including changes in general economic conditions and changes in prevailing interest and deposit rates; (b) changes

resulting from expenses (such as legal, accounting and investment bankers’ fees) incurred in connection with this Agreement or the transactions contemplated herein; or (c) actions or omissions of a party which have been waived in accordance with Section 9.02 hereof.

     “ Material Contracts ” has the meaning set forth in Section 5.03(k)(ii).

     “ Merger ” collectively refers to the Parent Merger and the Subsidiary Merger, as set forth in Section 2.02.

     “ Merger Consideration ” has the meaning set forth in Section 3.01(a)(i)(B).

     “ New Certificate ” has the meaning set forth in Section 3.03(a).

     “ ODFI ” means the Ohio Division of Financial Institutions.

     “ OGCL ” means the Ohio General Corporation Law.

     “ Old Certificate ” has the meaning set forth in Section 3.03(a).

     “ OSS ” means the Office of the Secretary of State of the State of Ohio.

     “ OTS ” means the Office of Thrift Supervision.

     “ Outstanding Options ” has the meaning set forth in Section 3.04(a).

     “ Parent Merger ” has the meaning set forth in Section 2.01(a).

     “ PBCL ” means the Pennsylvania Business Corporation Law (Title 15 of the Pennsylvania Consolidated Statutes).

     “ PBGC ” means the Pension Benefit Guaranty Corporation.

     “ PDS ” means the Department of State of the Commonwealth of Pennsylvania.

     “ Per Share Cash Consideration ” has the meaning set forth in Section 3.01(a)(i)(B).

     “ Per Share Stock Consideration ” has the meaning set forth in Section 3.01(a)(i)(A).

     “ Person ” means any individual, bank, corporation, partnership, association, joint-stock company, business trust or unincorporated organization.

     “ Pension Plan ” has the meaning set forth in Section 5.03(m)(ii).

     “ Previously Disclosed ” by a party shall mean information set forth in its Disclosure Schedule.

     “ Proxy Statement/Prospectus ” has the meaning set forth in Section 6.03(a).

     “ Registration Statement ” has the meaning set forth in Section 6.03(a).

     “ Regulatory Authorities ” has the meaning set forth in Section 5.03(i)(i).

     “ Regulatory Orders ” has the meaning set forth in Section 5.03(i)(i).

     “ Representatives ” means, with respect to any Person, such Person’s directors, officers, employees, legal or financial advisors or any representatives of such legal or financial advisors.

     “ Resulting Bank ” has the meaning set forth in Section 2.02.

     “ Rights ” means, with respect to any Person, securities or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such person.

     “ SEC ” means the Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

     “ Severance Payment Agreements ” has the meaning set forth in Section 6.10(b).

     “ Subsidiary ” and “ Significant Subsidiary ” have the meanings ascribed to them in Rule 1-02 of Regulation S-X of the SEC.

     “ Surviving Corporation ” has the meaning set forth in Section 2.01(a).

     “ Takeover Laws ” has the meaning set forth in Section 5.03(o).

     “ Tax ” and “ Taxes ” means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, commercial activity, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the Effective Date.

     “ Tax Returns ” means any return, amended return, claim for refund or other report (including elections, declarations, disclosures, schedules, estimates and information returns) with respect to any Tax, including any amendments thereof.

     “ Termination Date ” has the meaning set forth in Section 6.10(e).

     “ Treasury Shares ” means Indian Village Common Shares held by Indian Village or any of its Subsidiaries or by CSB or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted in good faith.

     “ Voting Agreement ” means the Voting Agreement in the form attached hereto as Exhibit A entered into as of the date hereof by and among CSB and certain shareholders of Indian Village.

ARTICLE II
The Merger

     2.01 The Parent Merger .

          (a)  The Corporate Merger . Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Indian Village shall merge with and into CSB (the “ Parent Merger ”), CSB shall survive the Parent Merger and continue to exist as an Ohio corporation (CSB, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “ Surviving Corporation ”), and the separate corporate existence of Indian Village shall cease. At the Effective Time:

          (i) The CSB Articles, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until amended in accordance with the OGCL;

          (ii) The CSB Code, as in effect immediately prior to the Effective Time, shall be the code of regulations of the Surviving Corporation until amended in accordance with the OGCL; and

          (iii) Each individual serving as a director of CSB immediately prior to the Effective Time shall become a director of the Surviving Corporation for the balance of the term for which such individual was elected and shall serve as such until his or her successor is duly elected and qualified in the manner provided for in the CSB Articles and the CSB Code or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the CSB Articles of CSB Code or as otherwise provided by the OGCL.

          (b)  Option to Change Method of Merger . CSB may at any time prior to the Effective Time change the method of effecting the Parent Merger and/or the Subsidiary Merger (including, without limitation, the provisions of this Article II), if and to the extent CSB deems such change to be necessary, appropriate or desirable; provided , however , that no such change shall:

          (i) Alter or change the amount or kind of consideration to which the holders of Indian Village Common Shares are entitled in accordance with the terms and subject to the conditions of this Agreement (the “ Merger Consideration ”);

               (ii) Adversely affect the Tax consequences to the Indian Village shareholders (as described in Section 3.07) as a result of receiving the Merger Consideration;

               (iii) Result in any change in the respective rights and obligations of Indian Village or Indian Village Bank or their respective shareholders, officers, employees, or directors or, in the reasonable opinion of Indian Village, create any additional obligation or liability for Indian Village, Indian Village Bank, or its or their officers, directors, employees, or shareholders; or

               (iv) Materially impede or delay consummation of the transactions contemplated by this Agreement.

Indian Village, if requested by CSB, shall enter into one or more amendments to this Agreement in order to effect any such change. CSB shall bear all expenses attributable to any change in the method of effecting the Parent Merger and/or the Subsidiary Merger pursuant to this Section 2.01(b).

     2.02 The Subsidiary Merger . At the time specified by CSB Bank in its certificate of merger filed with the OSS (which shall not be earlier than the Effective Time), Indian Village Bank shall merge with and into CSB Bank (the “ Subsidiary Merger ”) pursuant to an agreement to merge (the “ Agreement to Merge ”) to be executed by Indian Village Bank and CSB Bank and filed with the ODFI and the OSS. Upon the consummation of the Subsidiary Merger, the separate corporate existence of Indian Village Bank shall cease and CSB Bank shall survive the Subsidiary Merger and continue to exist as a state bank (CSB Bank, as the resulting bank in the Subsidiary Merger, is sometimes referred to herein as the “ Resulting Bank ”) and the separate corporate existence of Indian Village Bank shall cease. (The Parent Merger and the Subsidiary Merger shall sometimes collectively be referred to herein as the “ Merger ”.)

     2.03 Effectiveness of Parent Merger . Subject to the satisfaction or waiver of the conditions set forth in Article VII of this Agreement, the Parent Merger shall become effective upon the latest to occur of the following: (a) the filing of a certificate of merger with the OSS; (b) the filing of articles of merger with the PDS; or (c) such later date and time as may be set forth in such certificate of merger and articles of merger filed as set forth above. The Parent Merger shall have the effects prescribed in the OGCL and the PBCL.

     2.04 Effective Date and Effective Time . Subject to the satisfaction or waiver of the conditions set forth in Article VII of this Agreement, CSB and Indian Village shall cause the effective date of the Parent Merger (the “ Effective Date ”) to occur as soon as practicable after the last of the conditions set forth in Article VII shall have been satisfied or waived in accordance with the terms of this Agreement; provided , however , that the Effective Date shall not fall after the date specified in Section 8.01(c) or after the date or dates on which any Regulatory Authority approval or any extension thereof expires. The time on the Effective Date when the Parent Merger shall become effective is referred to herein as the “ Effective Time ”.

ARTICLE III
Merger Consideration; Surrender of Certificates

     3.01 Merger Consideration .

          (a) Conversion of Indian Village Common Shares . At the Effective Time, by virtue of the Parent Merger and without any action on the part of the holder thereof:

               (i) Subject to Section 3.03, and except as otherwise provided by paragraphs (a)(ii), (b), (c) and (d) of this Section 3.01 and by Section 3.06, each Indian Village Common Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the following:

                    (A) 0.7611 CSB Common Shares, subject to adjustment as set forth in Section 3.05 (the “ Per Share Stock Consideration ”; and

                    (B) Cash in the amount of $4.375 (the “ Per Share Cash Consideration ” and, together with the Per Share Stock Consideration, the “ Merger Consideration ”).

               (ii) Notwithstanding Section 3.01(a) above, 9,573 of the Indian Village Common Shares held in the unallocated account of the Indian Village ESOP shall be converted into the right to receive cash in the amount of $17.50 per share to provide cash proceeds to repay the Indian Village ESOP loan as contemplated by Section 6.10(e), and each remaining Indian Village Common Shares held in the unallocated account of the Indian Village ESOP shall be converted into the right to receive the Per Share Stock Consideration and the Per Share Cash Consideration pursuant to Section 3.01(a).

          (b) Fractional Shares . Notwithstanding any other provision hereof, no fractional CSB Common Shares and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Parent Merger. Each holder of Indian Village Common Shares who would otherwise be entitled to receive a fractional CSB Common Share shall receive an amount equal to the product of (i) the fractional CSB Common Share interest to which such holder would otherwise be entitled (after taking into account all Indian Village Common Shares held at the Effective Time by such holder), multiplied by (ii) $17.24.

          (c) Treasury Shares . Any Indian Village Common Shares held as Treasury Shares by Indian Village or any of its Subsidiaries or by CSB or any of its Subsidiaries shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor. ›

          (d) Outstanding CSB Common Shares . Each CSB Common Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Merger.

     3.02 Rights as Shareholders; Share Transfers . At the Effective Time, holders of Indian Village Common Shares shall cease to be, and shall have no rights as, shareholders of Indian Village, other than (a) to receive any dividend or other distribution with respect to such

Indian Village Common Shares with a record date occurring prior to the Effective Time, (b) to receive the consideration provided under this Article III and (c) appraisal rights in the case of Dissenting Shares. After the Effective Time, there shall be no transfers on the stock transfer books of Indian Village or the Surviving Corporation of any Indian Village Common Shares.

     3.03 Exchange Procedures .

          (a) Exchange Fund . At or prior to the Effective Time, CSB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company (in such capacity, the “ Exchange Agent " ), for the benefit of the holders of certificates formerly representing Indian Village Common Shares (“ Old Certificates ”) , for exchange in accordance with this Article III, certificates representing CSB Common Shares (“ New Certificates ”) and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Time with respect thereto [without any interest on any such cash, dividends or distributions], being hereinafter referred to as the “ Exchange Fund ”) to be paid pursuant to this Article III in exchange for outstanding Indian Village Common Shares.

          (b) Transmittal Materials . As promptly as practicable after the Effective Time, CSB shall send or cause to be sent to each holder of record of an Old Certificate transmittal materials for use in exchanging such shareholder’s Old Certificates for the consideration set forth in this Article III. The transmittal materials shall specify that risk of loss and title to the Old Certificates shall pass only upon delivery of such certificates as specified in the transmittal materials.

          (c) Surrender of Certificates . Upon surrender of an Old Certificate for cancellation, together with properly completed transmittal materials, the holder of such Old Certificate shall be entitled to receive in exchange therefor (i) a New Certificate representing the number of CSB Common Shares into which the aggregate number of Indian Village Common Shares represented by such surrendered Old Certificate shall have been converted pursuant to Section 3.01(a)(i)(A); and (ii) a check in respect of the cash amount into which the aggregate number of Indian Village Common Shares represented by such surrendered Old Certificate shall have been converted pursuant to Section 3.01(a)(i)(B) and in respect of any fractional share interests or dividends or distributions which such holder is entitled to receive pursuant to this Article III, and the Old Certificate shall thereafter be cancelled. No interest will be paid on any cash to be paid in exchange for Indian Village Common Shares or in respect of any fractional share interests or dividends or distributions which any such holder shall be entitled to receive pursuant to this Article III upon such delivery.

          (d) Lost Certificates . If there shall be delivered to the Exchange Agent by any person who is unable to produce any Old Certificate for surrender to the Exchange Agent in accordance with this Article III:

               (i) Evidence to the reasonable satisfaction of the Surviving Corporation that such Old Certificate has been lost, wrongfully taken, or destroyed;

               (ii) A bond in such amount as the Surviving Corporation or the Exchange Agent may reasonably request as indemnity against any claim that may be

made against the Surviving Corporation and/or the Exchange Agent with respect to such Old Certificate; and

               (iii) Evidence to the reasonable satisfaction of the Surviving Corporation that such person was the owner of the Indian Village Common Shares represented by each such Old Certificate claimed by him or her to be lost, wrongfully taken or destroyed and that he or she is the person who would be entitled to present such Old Certificate for exchange pursuant to this Agreement;

then the Exchange Agent, in the absence of actual notice to it that any Indian Village Common Shares represented by any Old Certificate has been acquired by a bona fide purchaser, shall deliver to such person the cash and/or CSB Common Shares (and cash in lieu of fractional CSB Common Share interests, if any) that such person would have been entitled to receive upon surrender of each such lost, wrongfully taken or destroyed Old Certificate.

          (e) Dividends and Distributions . No dividends or other distributions with respect to CSB Common Shares with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing Indian Village Common Shares converted in the Parent Merger into the right to receive shares of such CSB Common Shares until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.03(e). After becoming so entitled in accordance with this Section 3.03(e), the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable after the Effective Time with respect to shares of CSB Common Shares such holder had the right to receive upon surrender of the Old Certificates.

          (f) Release of Exchange Fund . Any portion of the Exchange Fund that remains unclaimed by the shareholders of Indian Village for six months after the Effective Time shall be paid to CSB. Any shareholders of Indian Village who have not theretofore complied with this Article III shall thereafter look only to CSB for payment of the Merger Consideration or cash in lieu of fractional shares without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor CSB shall be liable to any former holder of Indian Village Common Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

     3.04 Conversion of Indian Village Stock Options.

          (a) Conversion of Outstanding Options . At the Effective Time and in connection with the Merger, each outstanding option to purchase Indian Village Common Shares granted pursuant to the Indian Village Bancorp, Inc. 2000 Stock-Based Incentive Plan (the “ Indian Village Option Plan ”) which has not been exercised before the date that is three (3) calendar days prior to the Effective Date (the “ Outstanding Options ”) shall, at the Effective Time, be surrendered, cancelled and extinguished and converted into the right to receive an amount in cash equal to the product of (i) the difference between $17.50 less the exercise price of each such option, multiplied by (ii) the number of Indian Village Common Shares subject to each such option.

          (b) Expiration of Outstanding Options . Any option to purchase Indian Village Common Shares granted pursuant to the Indian Village Option Plan which will expire prior to the Effective Time shall be exercised by the holder thereof no later than the date that is three (3) calendar days prior to the Effective Date in accordance with the terms of the Indian Village Option Plan and any applicable option award agreement before the expiration thereof or shall expire and terminate in accordance with the terms thereof. Indian Village shall take all actions necessary to prevent any options to purchase Indian Village Common Shares which are outstanding as of the date of this Agreement from being exercised by the holders thereof before the Effective Time; provided , however , that (i) any options which will expire prior to the Effective Time shall be exercisable in accordance with the previous sentence and (ii) Indian Village may permit options covering not more than 10,000 Indian Village Shares in the aggregate (excluding the options referred to in clause (i)) to be exercised on or before the date which is the earlier of the date of option expiration or June 15, 2008, in accordance with the terms of the Indian Village Option Plan and the applicable option award agreements.

          (c) Withholding . CSB or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 3.04 to any holder of Outstanding Options such amounts as CSB or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code and Treasury Department regulations, or any other provision of federal, state, local or foreign Tax laws. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by CSB or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Outstanding Options in respect of which such deduction and withholding were made.

     3.05 Anti-Dilution Provisions and Other Adjustments .

          In the event CSB changes (or establishes a record date for changing) the number of CSB Common Shares issued and outstanding between the date hereof and the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, split up, combination, exchange of shares, readjustment or similar transaction with respect to the outstanding CSB Common Shares and the record date therefor shall be prior to the Effective Time, the Per Share Stock Consideration shall be proportionately adjusted.

     3.06 Dissenting Shares .

          Anything contained in this Agreement or elsewhere to the contrary notwithstanding, any holder of an outstanding Indian Village Common Share that seeks relief as a dissenting shareholder under Section 1930 and Subchapter D of Chapter 15 of the PBCL shall thereafter have only such rights (and shall have such obligations) as are provided therein, and the Surviving Corporation shall be required to deliver only such cash payments to which the Dissenting Shares are entitled pursuant to Subchapter D of Chapter 15 of the PBCL. If any holder of Dissenting Shares shall forfeit such right to payment of the fair value under Subchapter D of Chapter 15 of the PBCL, each holder’s Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without interest, in the form of CSB Common Shares or cash, as determined by the Surviving Corporation. W

     3.07 Tax Consequences . For federal income tax purposes, the Parent Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Department regulation section 1.368-2(g).

ARTICLE IV
Actions Pending Consummation of Merger

     4.01 Forbearances of Indian Village . From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement or required by any applicable Regulatory Order, without the prior written consent of CSB, Indian Village shall not, and shall cause each of its Subsidiaries not to:

          (a) Ordinary Course . Conduct the business of Indian Village and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their respective business organizations and assets and maintain their respective rights, franchises and existing relations with customers, suppliers, employees and business associates, or voluntarily take any action which, at the time taken, is reasonably likely to have an adverse effect upon Indian Village’s ability to perform any of its material obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement, or enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, except as required by applicable law or policies imposed by any Governmental Authority or by any applicable Regulatory Order.

          (b) Capital Stock . Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional Indian Village Common Shares or any Rights, (ii) enter into any agreement with respect to the foregoing, (iii) permit any additional Indian Village Common Shares to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights, or (iv) effect any recapitalization, reclassification, stock split, or similar change in capitalization.

          (c) Dividends, Etc . (i) Make, declare, pay or set aside for payment any dividend or distribution on any shares of its capital stock, other than dividends from wholly-owned Subsidiaries to Indian Village, or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock.

          (d) Compensation; Employment Agreements; Etc . Except as contemplated by Section 6.10 of this Agreement, as required by applicable law or regulation, or to satisfy Previously Disclosed contractual obligations existing as of the date hereof: (i) enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control, or similar agreements or arrangements with any director, officer or employee of Indian Village or its Subsidiaries; (ii) hire or engage any full-time employee or consultant, other than as replacements for positions then existing; (iii) terminate any employee who is a party to an employment agreement with Indian Village and/or Indian Village Bank other than a “Termination for Cause” as defined in such employment agreement; or (iv) take or fail to take

any action with respect to any employee who is a party to an employment agreement with Indian Village and/or Indian Village Bank if the employee’s resignation based upon such action or failure to act would constitute an “Event of Termination” under such employment agreement.

          (e) Benefit Plans . Enter into, establish, adopt, amend, modify or terminate (except (i) as may be required by applicable law, (ii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof, (iii) as contemplated by this Agreement or (iv) the regular annual renewal of insurance contracts) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, change in control, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of Indian Village or its Subsidiaries, or take any action to accelerate the payment of benefits or the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder.

          (f) Dispositions . Sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business for full and fair consideration actually received.

          (g) Acquisitions . Acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other Person.

          (h) Governing Documents . Amend the Indian Village Articles, the Indian Village Bylaws or the articles of incorporation, constitution or bylaws (or similar governing documents) of any of Indian Village’s Subsidiaries.

          (i) Accounting Methods . Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by generally accepted accounting principles.

          (j) Material Contracts . Except in the ordinary course of business consistent with past practice, enter into or terminate any Material Contract (as defined in Section 5.03(k)) or amend or modify in any material respect any of its existing Material Contracts.

          (k) Claims . Except in the ordinary course of business consistent with past practice, settle any claim, action or proceeding, except for any claim, action or proceeding which does not involve precedent for other material claims, actions or proceedings and which involves solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to Indian Village and its Subsidiaries, taken as a whole.

          (l) Adverse Actions . (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (I) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (II) any of the conditions to the Merger set forth in Article

VII not being satisfied or (III) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or by any Governmental Authority.

          (m) Risk Management . Except pursuant to applicable law or as required by any Governmental Authority, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or (iv) fail to follow its existing policies or practices with respect to managing its fiduciary risks.

          (n) Borrowings . Borrow or agree to borrow any funds, including but not limited to pursuant to repurchase transactions, or directly or indirectly guarantee or agree to guarantee any obligations of any other Person, except in each case in the ordinary course of business and with a final maturity of less than one year.

          (o) Indirect Loans . Make or purchase any indirect or brokered loans.

          (p) Capital Expenditures . Except as Previously Disclosed, make any capital expenditure or capital additions or improvements which individually exceed $5,000 or in the aggregate exceed $25,000.

          (q) Lending . (i) Establish any new lending programs or make any changes in the policies of any Subsidiary of Indian Village concerning which Persons may approve loans; (ii) originate or renew, or issue a commitment to originate or renew, any loan in a principal amount in excess of $400,000 for FNMA loans; (iii) originate or renew, or issue a commitment to originate or renew, any commercial loans; (iv) originate or renew, or issue a commitment to originate or renew, any loan secured by 1 – 4 family real estate in an amount in excess of $250,000; or (v) originate or renew, or issue a commitment to originate or renew, any loan secured by non-residential real estate in an amount in excess of $75,000.

          (r) Taxes . (i) Fail to prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all Tax Returns that are required to be filed (with extensions) at or before the Effective Time; (ii) fail to pay any Tax shown as due, or required to be shown as due, on any such Tax Return; or (iii) make, change or revoke any Tax election or Tax accounting method, file any amended Tax return, settle any Tax claim or assessment or consent to the extension or waiver of any statute of limitations with respect to Taxes (or offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing or to claim any refund of Taxes or file any amended Tax Return).

          (s) Offices and Facilities . (i) Open, close or relocate any offices at which business is conducted (including any ATMs); or (ii) fail to use commercially reasonable efforts to maintain and keep their respective properties and facilities in their present condition and working order, ordinary wear and tear excepted.

          (t) Interest Rates . Increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner consistent with past practices in relation to rates prevailing in the relevant market.

          (u) Foreclosures . Foreclose upon or otherwise take title to or possession or control of any real property or entity thereon without first obtaining a Phase I Environmental Site Assessment performed pursuant to ASTME 1527-05 thereon which indicates that the property is free of Hazardous Material; provided , however , that no such report shall be required to be obtained with respect to single family residential real property of one acre or less to be foreclosed upon unless Indian Village or its Subsidiary has reason to believe such real property may contain any such Hazardous Material.

          (v) Deposit Liabilities . Cause any material adverse change in the amount or general composition of deposit liabilities other than in the ordinary course of business.

          (w) Securities Transactions . Enter into any securities transaction or otherwise acquire any investment security.

          (x) Commitments . Agree or commit to do any of the foregoing.

     4.02 Forbearances of CSB . From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, without the prior written consent of Indian Village, CSB shall not, and shall cause each of its Subsidiaries not to:

          (a) Ordinary Course . (i) Conduct the business of CSB and its Subsidiaries other than in the ordinary and usual course, (ii) fail to use reasonable efforts to preserve intact their respective business organizations and assets and maintain their respective rights, franchises and existing relations with customers, suppliers, employees and business associates, or (iii) voluntarily take any other action, if such conduct, failure or action is reasonably likely to have an adverse effect upon CSB’s ability to perform any of its material obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

          (b) Extraordinary Dividends . Make, declare, pay or set aside for payment any extraordinary or special dividends or distributions on any shares of its capital stock, other than dividends from wholly-owned Subsidiaries to CSB.

          (c) Accounting Methods . Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by generally accepted accounting principles.

          (d) Adverse Actions . (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (I) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (II) any of the conditions to the Merger set forth in Article VII not being satisfied or (III) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or by any Governmental Authority; provided , however , that nothing contained herein shall limit the ability of CSB to exercise its rights under the Voting Agreement.

          (e) Governing Documents . Amend the CSB Articles, the CSB Code or any of the governing documents or the articles of incorporation or regulations (or similar governing documents) of any of the CSB Subsidiaries in a manner that would adversely affect the economic or other benefits of the Merger to the holders of the Indian Village Common Shares.

          (f) Commitments . Agree or commit to do any of the foregoing.

ARTICLE V
Representations and Warranties

     5.01 Disclosure Schedules . On or prior to the date hereof, CSB delivered to Indian Village a schedule, and Indian Village delivered to CSB a schedule (each respectively, its “ Disclosure Schedule ”), setting forth, among other things, items, the disclosure of which are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 5.03 or 5.04 or to one or more of its respective covenants contained in Article IV; provided , however , that the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to have or result in a Material Adverse Effect on the party making the representation.

     5.02 Standard . No representation or warranty of Indian Village or CSB contained in Section 5.03 or 5.04 shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Section 5.03 or 5.04, has had, or is reasonably likely to have, a Material Adverse Effect.

     5.03 Representations and Warranties of Indian Village . Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a Section of its Disclosure Schedule corresponding to the relevant Section below, Indian Village hereby represents and warrants to CSB that the following are true and correct:

          (a) Organization, Standing and Authority . Indian Village is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is duly qualified to do business and is in good standing in the State of Ohio and any other foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified. Indian Village is registered as a unitary thrift holding company under the HOLA. Indian Village Bank is a state savings bank duly organized, validly existing and in good standing under the laws of the State of Ohio. Indian Village Bank is duly qualified to do business and is in good standing in any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified.

          (b) Capital Structure of Indian Village . As of the date of this Agreement, the authorized capital stock of Indian Village consists solely of (i) 5,000,000 Indian Village Common Shares, of which 438,876 shares are outstanding and 26,520 shares are subject to

Outstanding Options; and (ii) 1,000,000 shares of preferred stock, par value $.01 per share, none of which is outstanding. As of the date of this Agreement, 8,360 Indian Village Common Shares were held in the Indian Village 401(k) Plan, 44,790 Indian Village Common Shares were held by the Indian Village ESOP (of which 18,204 shares are unallocated), and 46,361 shares of Treasury Stock were held by Indian Village or otherwise owned by Indian Village or its Subsidiaries. Section 5.03(b) of Indian Village’s Disclosure Schedule contains a schedule of Outstanding Options setting forth the name of each option holder, the number of Indian Village Common Shares subject to Outstanding Options, the vesting dates, the grant dates, the expiration dates and the exercise prices for all Outstanding Options. The outstanding Indian Village Common Shares have been duly authorized, are validly issued and outstanding, fully paid and nonassessable, and are not subject to any preemptive rights (and were not issued in violation of any preemptive rights). As of the date hereof, except as Previously Disclosed in its Disclosure Schedule and except for the Outstanding Options, (A) there are no Indian Village Common Shares authorized and reserved for issuance, (B) Indian Village does not have any Rights issued or outstanding with respect to Indian Village Common Shares, and (C) Indian Village does not have any commitment to authorize, issue or sell any Indian Village Common Shares or Rights, except pursuant to this Agreement.

          (c) Subsidiaries .

               (i)(A) Indian Village Bank and Delaware Valley Title are the only Subsidiaries of Indian Village, (B) except as Previously Disclosed, Indian Village owns, directly or indirectly, all of the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to it or its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to it or its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to Indian Village’s rights to vote or to dispose of such securities and (F) all of the equity securities of each Subsidiary held by Indian Village or its Subsidiaries are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55) and are owned by Indian Village or its Subsidiaries free and clear of any Liens.

               (ii) Except as Previously Disclosed, Indian Village does not own beneficially, directly or indirectly, any equity securities or similar interests of any Person, or any interest in a partnership or joint venture of any kind, other than its Subsidiaries.

               (iii) Indian Village Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder and is a member of the Federal Home Loan Bank of Cincinnati. Indian Village Bank is not a member of the Federal Reserve System.

               (iv) Except as Previously Disclosed, no Subsidiary of Indian Village owns beneficially, directly or indirectly, any equity securities or similar interests of any Person, or any interest in a partnership or joint venture of any kind, other than, in the case of Indian Village Bank, its stock of the Federal Home Loan Bank of Cincinnati.

               (v) Each of Indian Village’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing in any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified.

               (vi) Delaware Valley Title has never engaged in any business activities and has no liabilities (whether accrued, absolute, contingent or otherwise).

          (d) Corporate Power . Each of Indian Village and Indian Village Bank has full corporate power and authority to carry on its business as it is now being conducted and to own all of its properties and assets. Subject to the adoption of this Agreement by the holders of the requisite majority of outstanding Indian Village Common Shares entitled to vote thereon (the “ Indian Village Shareholder Adoption ”) and the approval of this Agreement and the Merger by applicable Regulatory Authorities, Indian Village has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and Indian Village Bank has the corporate power and authority to consummate the Subsidiary Merger in accordance with the terms of this Agreement.

          (e) Corporate Authority; Authorized and Effective Agreement . Subject to the Indian Village Shareholder Adoption, this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of Indian Village and the Indian Village Board prior to the date of this Agreement. The Agreement to Merge, when executed by Indian Village Bank, shall have been approved by the Board of Directors of Indian Village Bank and by Indian Village, as the sole shareholder of Indian Village Bank. This Agreement is a valid and legally binding obligation of Indian Village, enforceable against Indian Village in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

          (f) Regulatory Approvals; No Defaults .

               (i) Except as Previously Disclosed, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Indian Village or any of its Subsidiaries in connection with the execution, delivery or performance by Indian Village of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, notices and the Agreement to Merge, as applicable, with federal and state banking authorities to approve the transactions contemplated by the Agreement, (B) the filings with the SEC and state securities authorities, (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the articles of merger with the PDS pursuant to the PBCL, and (D) the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Indian Village has no Knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

               (ii) Subject to the Indian Village Shareholder Adoption, the receipt of the approvals set forth in Section 7.01(b), the expiration of related regulatory waiting

periods, and the required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, do not and will not (A) result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Indian Village or of any of its Subsidiaries or to which Indian Village or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Indian Village Articles or the Indian Village Bylaws or (C) except as Previously Disclosed in Indian Village’s Disclosure Schedule, require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

          (g) Financial Statements; Material Adverse Effect; Internal Controls .

               (i) Indian Village has delivered or will deliver to CSB (a) audited consolidated financial statements for each of the fiscal years ended June 30, 2003, 2004, 2005, 2006 and 2007, respectively, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the report prepared with respect thereto by Crowe Chizek and Company LLC, Indian Village’s independent registered public accounting firm, and (b) unaudited consolidated financial statements for the interim period ended March 31, 2008, consisting of balance sheets and the related statements of income (collectively, “ Indian Village’s Financial Statements ”). Indian Village’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of Indian Village as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. Except as set forth in Indian Village’s Financial Statements or as Previously Disclosed in Indian Village’s Disclosure Schedule, Indian Village and its Subsidiaries have no liabilities or obligations as of the date hereof, other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Indian Village or Indian Village Bank.

               (ii) Since June 30, 2007, Indian Village and its Subsidiaries have not incurred any material liability not disclosed in Indian Village’s Financial Statements, except as Previously Disclosed.

               (iii) Since June 30, 2007, (A) Indian Village and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Indian Village, except as Previously Disclosed.

               (iv) Management of Indian Village has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Indian Village and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Indian Village and its Subsidiaries are being made only in accordance with authorizations of management and directors of Indian Village and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Indian Village and its Subsidiaries that could have a material effect on the financial statements. Management of Indian Village has evaluated the effectiveness of Indian Village’s and its Subsidiaries’ internal controls over financial reporting as of the end of the periods covered by Indian Village’s Financial Statements and, based on such evaluations, has Previously Disclosed to CSB (I) any significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Indian Village’s ability to record, process, summarize and report financial information and (II) any fraud, whether or not material, that involves management or other employees who have a significant role in Indian Village’s internal control over financial reporting. Indian Village has provided to CSB access to all documentation related to Indian Village’s internal control over financial reporting. Since June 30, 2006, neither Indian Village nor any of its Subsidiaries nor, to Indian Village’s Knowledge, any director, officer, employee, auditor, accountant or representative of Indian Village or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Indian Village or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Indian Village or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

          (h) Litigation . Except as Previously Disclosed, no litigation, claim or other proceeding before any court or governmental agency is pending against Indian Village or any of its Subsidiaries and, to Indian Village’s Knowledge, no such litigation, claim or other proceeding has been threatened. Except as Previously Disclosed, there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against Indian Village or any of its Subsidiaries.

          (i) Regulatory Matters .

               (i) Except as Previously Disclosed, neither Indian Village nor any of its Subsidiaries or any of their respective properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from (any of the foregoing, a “ Regulatory Order ”), any federal or state governmental agency or

authority charged with the supervision or regulation of financial institutions (or their holding companies) or issuers of securities or engaged in the insurance of deposits (including, without limitation, the OTS, the FDIC and the ODFI) or the supervision or regulation of it or any of its Subsidiaries (collectively, the “ Regulatory Authorities ”).

               (ii) Except as Previously Disclosed, neither Indian Village nor any of its Subsidiaries has been advised by any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

          (j) Compliance with Laws . Except as Previously Disclosed, each of Indian Village and its Subsidiaries:

               (i) is in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto, including those relating to the conduct of trust activities or to the employees conducting such businesses, including, without limitation, the Patriot Act, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Financial Services Modernization Act and all other applicable fair lending laws and other laws relating to discriminatory business practices;

               (ii) has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities and Regulatory Authorities that are required in order to permit them to own or lease their properties and to conduct their businesses as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to Indian Village’s Knowledge, no suspension or cancellation of any of them is threatened; and

               (iii) has not received, since December 31, 2006, any notification or communication from any Governmental Authority (A) asserting that Indian Village or any of its Subsidiaries is not in compliance with any of the statutes, regulations, or ordinances which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit, or governmental authorization (nor, to Indian Village’s Knowledge, do any grounds for any of the foregoing exist).

          (k) Material Contracts; Defaults .

               (i) Except as set forth in Indian Village’s Disclosure Schedule, neither Indian Village nor any of its Subsidiaries is a party to or is bound by any contract of the following types as of the date of this Agreement, nor is any such contract presently being negotiated or discussed:

               (A) Any contract involving commitments to others to make capital expenditures or purchases or sales in excess of $5,000 in any one case or $25,000 in the aggregate in any period of twelve (12) consecutive months;

               (B) Any contract relating to any direct or indirect indebtedness of Indian Village or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $5,000 in any one case or $25,000 in the aggregate in any period of twelve (12) consecutive months;

               (C) Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Indian Village or any of its Subsidiaries;

               (D) Any contract containing covenants limiting the freedom of Indian Village or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory;

               (E) Any partnership, joint venture, limited liability company arrangement or other similar agreement;

               (F) Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of Indian Village’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants;

               (G) Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement;

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