SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

[KILLBUCK BANCSHARES, INC.]
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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KILLBUCK BANCSHARES, INC.

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

ANNUAL SHAREHOLDERS MEETING

APRIL 10, 2000

KILLBUCK BANCSHARES, INC.
165 N. Main Street
Killbuck, OH 44637

NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
April 10, 2000

TO THE HOLDERS OF SHARES OF COMMON STOCK:

Notice is hereby given that the Annual Meeting of the Shareholders of
Killbuck Bancshares, Inc. (the "Corporation") will be held at the main office of
the Corporation, 165 N. Main Street, Killbuck, Ohio, on Monday, April 10, 2000,
at 7:30 p.m. (local time), for the purpose of considering and voting upon the
following matters:

1. The election of three Directors (to be elected to Class B of the
Corporation's staggered Board of Directors) to serve a three-year term
or until their successors shall have been elected and qualified.

2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS AT PRESENT KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED BY OR ON BEHALF OF THE CORPORATION.

Shareholders of record at the close of business on March 11, 2000, are
the only shareholders entitled to notice of and to vote at the Annual
Shareholders Meeting.

By order of the Board of Directors

Luther E. Proper

Luther E. Proper, President and Chief
Executive Officer

March 13, 2000

IMPORTANT

WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED.

KILLBUCK BANCSHARES, INC.
KILLBUCK, OHIO

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Killbuck Bancshares, Inc. (the "Corporation") of
proxies to be voted at the Annual Meeting of Shareholders to be held on Monday,
April 10, 2000, in accordance with the foregoing notice.

Killbuck Bancshares, Inc. is a registered bank holding company of which
The Killbuck Saving Bank Company (hereinafter collectively "Corporation") is its
principal subsidiary.

The solicitation of proxies on the enclosed form is made on behalf of
the Board of Directors of the Corporation. All costs associated with the
solicitation will be borne by the Corporation. The Corporation does not intend
to solicit proxies other than by use of the mails, but certain officers and
regular employees of the Corporation or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The proxy materials are first being mailed to shareholders on or
about March 13, 2000.

Any shareholder executing a proxy has the right to revoke it by the
execution of a subsequently dated proxy, by written notice delivered to the
Secretary of the Corporation prior to the exercise of the proxy or in person by
voting at the meeting. The shares will be voted in accordance with the direction
of the shareholder as specified on the proxy. In the absence of instructions,
the proxy will be voted "FOR" the election of the three persons listed in this
Proxy Statement.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only shareholders of record at the close of business on March 11, 2000,
will be eligible to vote at the Annual Meeting or any adjournment thereof. As of
March 11, 2000, the Corporation had outstanding 705,240 shares of no par value
common stock. Shareholders are entitled to one vote for each share of common
stock owned as of the record date.

All Directors and Executive Officers of the Corporation as a group
(comprised of eleven individuals), beneficially held 57,438 shares of the
Corporation's common stock as of February 29, 2000, representing 8.14 percent of
the outstanding common stock of the Corporation.

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PRINCIPAL SHAREHOLDERS:

To the Corporation's knowledge, except as noted below, no person or
entity owns beneficially, directly or indirectly, 5 percent or more of the
Corporation's outstanding common stock as of February 29, 2000.

AMOUNT AND NATURE OF % OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------ -------------------- -----

The Holmes Limestone Co. 45,120 Shares 6.40%
P.O. Box 295
Berlin, Ohio 44610

PROPOSAL #1 ELECTION OF DIRECTORS AND INFORMATION
WITH RESPECT TO DIRECTORS AND OFFICERS

CLASSIFICATION SYSTEM FOR THE ELECTION OF DIRECTORS

The Corporation has a staggered system for the election of Directors.
Directors are divided into three classes as nearly equal in number as possible.
The Corporation has ten Directors, and they are elected to serve a three-year
term.

INFORMATION WITH RESPECT TO NOMINEES

The following information is provided with respect to each Class B
(term to expire in 2000) nominee for Director and each present and continuing
Director whose term of office extends beyond the Annual Meeting of the
Corporation's Shareholders. Those nominees receiving the greatest number of
votes will be elected as Directors. There is no minimum number of votes required
to elect a Director.

Name and Age Principal Occupation During Past Five Director of the Corporation
------------ ------------------------------------- ---------------------------
Years Since
----- -----

Robert D. Bell Chairman of the Board, Killbuck Bancshares, 1992
(Age 73) Inc. and The Killbuck Savings Bank Co.
Term expires 2000

Allan R. Mast Co-Owner Holmes M&M Construction 1992
(Age 50)
Term expires 2000

Luther E. Proper President and CEO, Killbuck Bancshares and The 1992
(Age 50) Killbuck Savings Bank Co.
Term expires 2000

THE DIRECTORS UNANIMOUSLY RECOMMEND A VOTE IN FAVOR OF THIS
PROPOSAL #1.

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INFORMATION WITH RESPECT TO DIRECTORS NOT STANDING FOR REELECTION

Name and Age Principal Occupation During Past 5 Years Director of the Corporation Since
------------ ---------------------------------------- ---------------------------------

John W. Baker County Commissioner 1992
(Age 55) (President, Burgett Insurance through
Term expires 2002 December 31, 1997)

Ted Bratton Farmer 1999
(Age 39)
Term expires 2001

Richard L. Fowler President, Mobile Homes of Ohio 1992
(Age 68)
Term expires 2002

Thomas D. Gindlesberger Attorney-at-Law 1992
(Age 73)
Term expires 2001

Dean J. Mullet President, Mullet Cabinet 1996
(Age 47)
Term expires 2001

Kenneth E. Taylor Farmer 1992
(Age 47)
Term expires 2002

Michael S. Yoder Owens-Brockway 1994
(Age 58) (Retired 1999)
Term expires 2001

The business experience of each of the above-listed nominees and
Directors during the past five years was that typical to a person engaged in the
principal occupation listed. Unless otherwise indicated, each of the nominees
and Directors has had the same position or another executive position with the
same employer during the past five years.

Shareholders desiring to nominate individuals to serve as Directors may
do so by following the procedure outlined in the Corporation's Code of
Regulations requiring advance notice to the Corporation of such nomination and
certain information regarding the proposed nominee.

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SECURITY OWNERSHIP OF MANAGEMENT

Shares of Corporation
Common Stock Percentage of
Owned Beneficially as Beneficial Ownership
Name & Age of 2/29/00 as of 2/29/00
---------- ---------- -------------

John W. Baker(1) 106 .02%
Robert D. Bell (2) 2,865 .41%
Ted Bratton(3) 245 .03%
Richard L. Fowler (4) 7,938 1.13%
Thomas D. Gindlesberger 35,000 4.96%
Craig A. Lawhead (5) 1,500 .21%
Allan R. Mast (6) 1,980 .28%
Dean J. Mullet(7) 190 .03%
Luther E. Proper 6,700 .95%
Kenneth E. Taylor 514 .07%
Michael S. Yoder(8) 400 .06%

All directors and executive officers
as a group (11 persons) 57,438 8.14%

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(1) 100 shares owned individually, 6 shares owned by son.
(2) 2,500 shares owned individually, 365 shares in spouse's name.
(3) 118 shares owned individually, 107 shares owned jointly with spouse, 20
owned by son.
(4) 3,993 shares owned individually, 3,945 shares owned jointly with
spouse.
(5) 625 shares owned individually, 855 shares owned jointly with spouse,
20 shares in minor daughter's name.
(6) 375 shares owned individually, 905 shares owned jointly with spouse,
700 shares owned in name of Holmes M & M Construction.
(7) 130 owned individually, 60 owned in name of Mullet Cabinet.
(8) 250 owned individually, 150 owned in spouse's name.

COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS

Committees

The Board of Directors conducts its business through meetings of the
Board and through its committees. In accordance with the Code of Regulations of
the Corporation, the Board of Directors has appointed and maintains an Audit
Committee, Executive Committee, Investment Committee, Securities Committee and
Loan Committee.

The Corporation's nominating function is performed by the Board of
Directors acting as a committee of the whole. In conducting its nominating
function, the Board of Directors of the Corporation is responsible for making
annual nominations for Directors to fill vacancies created by expired terms of
Directors and from time to time, making appointments to fill vacancies created
prior to the expiration of a Director's term. During 1999, the Board met once to
consider and act upon the nomination of Directors.

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The Audit Committee reviews with the Corporation's independent
auditors, the audit plan, the scope and results of their audit engagement and
the accompanying management letter, if any; reviews the scope and results of the
Corporation's internal auditing procedures; consults with the independent
auditors and management with regard to the Corporation's accounting methods and
the adequacy of its internal accounting controls; approves professional services
provided by the independent auditors; reviews the independence of the
independent auditors; and reviews the range of the independent auditors' audit
and nonaudit fees. The Audit Committee is composed of Messrs. Baker, Mast,
Taylor and Yoder (Chairman). The Audit Committee met 4 times during 1999.

The Executive Committee is responsible for administering the
Corporation's employee benefit plans; setting the compensation of the President
and Chief Executive Officer; reviewing the criteria that form the basis for
management's officer and employee compensation recommendations and reviewing
management's recommendations in this regard. The Executive Committee is composed
of Messrs. Baker, Bell, Bratton, Gindlesberger, and Mast (Chairman).
The Executive Committee met 12 times during 1999.

The Investment Committee is responsible for reviewing the securities
portfolio of the Corporation. The Corporation's Securities Committee reviews and
makes recommendations to the full Board on matters affecting the market for the
Corporation's common stock and the Corporation's dividend policy.

The Loan Committee reviews loan policy matters and approves loan
requests as required by internal policy.

The Board of Directors of the Corporation meets bi-monthly for its
regular meetings and upon call for special meetings. During 1999, the Board met
24 times. All Directors of the Corporation attended at least 75 percent of the
Board and Committee Meetings that they were scheduled to attend during 1999.

Director Compensation

Directors of the Corporation and its subsidiary, The Killbuck Savings
Bank Company, received an annual retainer of $6,000 during 1999. The Chairman of
the Board received an annual retainer of $8,400. Effective January 1, 2000, the
fee stayed the same. In addition, committee members receive $150 per committee
meeting attended.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following remuneration table sets forth all direct remuneration
paid by the Bank in 1999, 1998 and 1997 to the Corporation's President and Chief
Executive Officer. No other Officers' total compensation exceeded $100,000 for
the year ended 1999.

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------
All Other
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------

Mr. Luther E. Proper 1999 $123,500 $21,790 $1,641
President and Chief Executive Officer 1998 $116,000 $22,844 $1,717
1997 $108,500 $22,597 $1,990

REPORT OF THE EXECUTIVE COMMITTEE OF KILLBUCK BANCSHARES, INC. ON COMPENSATION

Under rules established by the Securities and Exchange Commission (the
"SEC"), the Corporation is required to provide certain data and information in
regard to the compensation and benefits provided to the Corporation's President
and Chief Executive Officer and, if applicable, the four other most highly
compensated Executive Officers, whose compensation exceeded $100,000 during the
Corporation's fiscal year. The disclosure requirements, as applied to the
Corporation, include only the Corporation's President and Chief Executive
Officer Mr. Luther E. Proper. The disclosure includes the use of tables and a
report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting such officers. Killbuck Bancshares,
Inc. is a holding company and owns a single operating subsidiary, The Killbuck
Savings Bank Company. Killbuck Bancshares, Inc. has no direct employees. All
disclosures contained in this Proxy Statement regarding executive compensation
reflect compensation paid by The Killbuck Savings Bank Company. The Executive
Committee of the Corporation has the responsibility of determining the
compensation policy and practices with respect to all Executive Officers. At the
direction of the Board of Directors, the Executive Committee has prepared the
following report for inclusion in this Proxy Statement.

Compensation Philosophy. This report reflects the Corporation's
compensation philosophy as endorsed by the Executive Committee. The Executive
Committee makes a recommendation regarding the level of compensation for Mr.
Proper. The Executive Committee determines the level of compensation for all
other Executive Officers within the constraints of the amounts approved by the
Board.

Essentially, the executive compensation program of the Corporation has
been designed to:

- Support a pay-for-performance policy that awards Executive Officers for
corporate performance.
- Motivate key Executive Officers to achieve strategic business goals.
- Provide compensation opportunities which are comparable to those
offered by other peer group companies; thus allowing the Corporation to
compete for and retain talented executives who are critical to the
Corporation's long-term success.

Salaries. Effective January 1, 1999, the Executive Committee
recommended and the Board increased the salary paid to Mr. Proper. The increase
reflected consideration of competitive data reported in compensation surveys and
the Executive Committee's assessment of the performance of such executives over
the intervening year and recognition of the Corporation's performance during
1998. In addition, the Executive Committee approved compensation increases for
all other Executive Officers of the Corporation. Executive Officer salary
increase determinations are based upon an evaluation of such executives'
performance against goals set in the prior year.

Cash Bonus Plan. The Corporation maintains a cash bonus plan (the
"Bonus Plan") which allocates a portion of the Corporation's net income for the
purpose of employee cash bonuses on an annual basis. The award of a bonus to any
employee under the terms of the Bonus Plan is discretionary and in the case of
Mr. Proper is determined by the Board of Directors upon the recommendation of
the Executive Committee, and in all other cases is determined by the Executive
Committee upon recommendation of management.

The Executive Committee has determined that a significant portion of
executive compensation should be payable in an annual bonus which shall be based
principally upon the financial performance of the Corporation. The Executive
Committee believes that it is important to reward executive management based
upon the success of the Corporation.

THIS REPORT ON COMPENSATION IS SUBMITTED BY THE EXECUTIVE COMMITTEE MEMBERS:

John Baker, Robert Bell, Ted Bratton, Thomas Gindlesberger, Allan Mast

EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Luther E. Proper, the Corporation's President and Chief Executive
Officer served as an Ex Officio member of the Executive Committee of the
Corporation, which is responsible for compensation matters (see "Report of the
Executive Committee of Killbuck Bancshares, Inc. on Compensation" in this Proxy
Statement).

Although Mr. Proper attends meetings of the Executive Committee as an
Ex Officio member, he did not attend those portions of meetings, nor participate
in any decisions, regarding his own compensation as an Executive Officer.

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PERFORMANCE GRAPH - FIVE-YEAR SHAREHOLDER RETURN COMPARISON

The SEC requires that the Corporation include in this Proxy Statement a
line-graph presentation comparing cumulative five-year shareholder returns on an
indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Corporation. The Corporation has selected the Dow Jones Equity Market Index and
the Dow Jones Regional Bank Index for purposes of this performance comparison.
The chart below compares the value of $100 invested on December 31, 1994, in the
Corporation's stock, the Dow Jones Equity Market Index and the Dow Jones
Regional Bank Index.

[LINE GRAPH]

- --------------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----

KILLBUCK BANCSHARES, INC. $100.00 $140.07 $202.44 $300.84 $408.76 $437.73
DOW JONES EQUITY MARKET INDEX $100.00 $137.67 $169.39 $226.91 $291.91 $351.37
DOW JONES REGIONAL BANK INDEX $100.00 $159.93 $219.70 $343.19 $385.68 $331.35
- --------------------------------------------------------------------------------------------------------------------------

ASSUMES $100 INVESTED ON JANUARY 1, 1995
IN KILLBUCK BANCSHARES, INC. COMMON STOCK,
DOW JONES EQUITY MARKET INDEX & DOW JONES MAJOR
REGIONAL BANK INDEX

*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Directors of the Corporation and their associates were customers of,
and have had transactions with, the Corporation in the ordinary course of
business during 1999.

These transactions consisted of extensions of credit by the Corporation
in the ordinary course of business and were made on substantially the same terms
as those prevailing at the time for comparable transactions with other persons.
In the opinion of the management of the Corporation, those transactions do not
involve more than a normal risk of being collectible or present other
unfavorable features. The Corporation expects to have, in the future, banking
transactions in the ordinary course of its business with Directors and their
associates on the same terms, including interest rates and collateral on loans,
as those prevailing at the time of comparable transactions with others. During
1999, Mr. Thomas Gindlesberger provided legal services to the Corporation, for
which his firm received $30,000. The Corporation expects to retain the services
of Mr. Gindlesberger in the future.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.

Based solely on review of the copies of such forms furnished to the
Corporation or written representations that no Form 5s were required, the
Corporation believes that during 1999 all Section 16(a) filing requirements
applicable to its officers and Directors were complied with. The Corporation has
no shareholders who are ten percent beneficial owners.

SELECTION OF AUDITORS

S. R. Snodgrass, A.C. has been appointed to serve as the Independent
Auditor for the Corporation and its subsidiary for the fiscal year ended
December 31, 1999. It is the intention of the Corporation to appoint S. R.
Snodgrass, A.C. as Independent Auditor for 2000. Representatives of S. R.
Snodgrass, A.C. are expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and to have the opportunity to make any
statements they consider appropriate.

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SHAREHOLDER PROPOSALS

If any stockholder of the Corporation wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Corporation to be held in 2001, the proposal must be received by the
Secretary of the Corporation at the principal executive offices of the
Corporation, 165 N. Main Street, Killbuck, Ohio 44637, prior to the close of
business on November 17, 2000. On any other proposal raised by a stockholder for
next year's annual meeting, the Corporation intends that proxies received by it
will be voted in the interest of the Corporation in accordance with the judgment
of the persons named in the proxy and the proposal will be considered untimely,
unless notice of the proposal is received by the Corporation not later than
January 30, 2001.

The Corporation's Code of Regulations establish advance notice
procedures as to the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors. In order to make a
director nomination at a stockholder meeting, it is necessary that you notify
the Corporation: (i) with respect to an election to be held at an annual meeting
of Shareholders, not fewer than 45 days in advance of the corresponding date for
the date of the preceding year's annual meeting of Shareholders, and (ii) with
respect to an election to be held at a special meeting of Shareholders for the
election of Directors, the close of business on the seventh day following the
date on which notice of such meeting is first given to Shareholders. Therefore a
shareholder desiring to make a nomination for consideration at the annual
meeting of the Corporation in 2001 must provide notice of such nominee to the
Corporation not later than January 30, 2001. In addition, the notice must meet
all other requirements contained in the Corporation's Code of Regulations. Any
stockholder who wishes to take such action should obtain a copy of the Code of
Regulations and may do so by written request addressed to the Secretary of the
Corporation at the principal executive offices of the Corporation.

OTHER MATTERS

The Board of Directors of the Corporation is not aware of any other
matters that may come before the meeting. However, the enclosed Proxy will
confer discretionary authority with respect to matters which are not known to
the Board of Directors at the time of printing hereof and which may properly
come before the meeting. A copy of the Corporation's 1999 report filed with the
Securities and Exchange Commission, on Form 10-K, will be available without
charge to shareholders on request. Address all requests, in writing, for this
document to: Mr. Luther E. Proper, President & CEO, Killbuck Bancshares, Inc.,
165 N. Main Street, Killbuck, Ohio 44637.

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KILLBUCK BANCSHARES, INC.
165 N. MAIN STREET, KILLBUCK, OHIO 44637

PROXY
PLEASE SIGN AND RETURN IMMEDIATELY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS APRIL 10, 2000

The undersigned hereby appoints RICHARD L. FOWLER, THOMAS D.
GINDLESBERGER AND MICHAEL S. YODER, or any one of them (with full power of
substitution for me and in my name, place and stead), to vote all the common
stock of said Corporation, standing in my name on its books on March 11, 2000,
at the stockholders meeting, to be held at THE KILLBUCK SAVINGS BANK COMPANY,
165 N. MAIN STREET, KILLBUCK, OHIO ON APRIL 10, 2000 AT 7:30 P.M. (local time),
or any adjournments thereof, upon all matters as set forth in the Notice of
Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged.

1. ELECTION OF THREE DIRECTORS TO CLASS B

The Board of Directors recommends a vote for the election of directors.

Nominees: Robert D. Bell, Allan R. Mast and Luther E. Proper

For All the Nominees Withholding Authority for All the Nominees

|_| |_|

(To withhold authority to vote for any one or more nominees, draw a
line through such nominee's name.)

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR AN ADJOURNMENT
THEREOF.

This proxy will be voted as directed above, and if no direction is given, will
be voted FOR PROPOSAL 1.

Dated: , 2000
--------------- -----------------------------------

-----------------------------------
Signatures of stockholder(s)

This proxy must be signed exactly as the name appears hereon.
(When signing as Attorney, Executor, Administrator, Trustee, Guardian, please
give full title. If more than one Trustee, all should sign. All joint owners
must sign.)