Gaither Rutherford & Co., LLP
Certified Public Accountants and Consu1tants
111 MAIN STREET - P.O. BOX 3526 - EVANSVILLE, INDIANA 47734-3526
TELEPHONE (812) 428-2600 FAX (812) 422-2019



Independent Auditors' Report


Board of Directors
CSB Bancorp

We have audited the accompanying  consolidated  balance sheet of CSB Bancorp and
Subsidiary as of December 31, 1997, and the related  consolidated  statements of
income,  stockholders'  equity  and cash  flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of CSB Bancorp and
Subsidiary  as of December 31,  1997,  and the results of their  operations  and
their cash flows for the year then ended in conformity  with generally  accepted
accounting principles.


Gaither Rutherford & Co., LLP

February 16, 1998