Independent Auditors' Report

Board of Directors
CSB Bancorp



We have audited the accompanying  consolidated balance sheets of CSB Bancorp and
subsidiary as of December 31, 1997, and the related  consolidated  statements of
income,  stockholders' equity and cash flows for the two years 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 audits.

We  conducted  our  audits  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 audits provide 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 two years then  ended in  conformity  with  generally
accepted accounting principles.







/s/ Gaither, Rutherford & Co., LLP
GAITHER, RUTHERFORD & CO., LLP

Certified Public Accountants
February 16, 1998