SCHEDULE 14A

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 Section 240.14a-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):

[X] 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:

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

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(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 22, 2002

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

NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
April 22, 2002

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 22, 2002,
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 A 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 22, 2002, 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 26, 2002

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 22, 2002, 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 26, 2002.

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 22, 2002,
will be eligible to vote at the Annual Meeting or any adjournment thereof. As of
March 22, 2002, the Corporation had outstanding 690,892 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 ten individuals), beneficially held 21,473 shares of the
Corporation's common stock as of March 22, 2002, representing 3.11 percent of
the outstanding common stock of the Corporation.

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 March 22, 2002.

AMOUNT AND NATURE OF % OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- ------------------------------------ ----------------------- -----

The Holmes Limestone Co. 45,120 Shares(2) 6.53%
P.O. Box 295
Berlin, Ohio 44610

Thomas D. Gindlesberger 35,000 Shares(2) 5.07%
401 Port Washington Road
Millersburg, Ohio 44654

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(1) All shares subject to sole voting and investment power unless otherwise
indicated.
(2) The source for this information is a Form SC 13-G, as filed by shareholder
with the Securities and Exchange Commission on August 27, 1998.

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 nine Directors, and they are elected to serve a three-year
term. The three nominees receiving the greatest number of votes will be elected
as Directors. There is no minimum number of votes required to elect a Director.
Shares represented at the annual meeting in person or by proxy but withheld or
otherwise not cast for the election of directors, including abstentions and
broker non-votes, will have no impact on the outcome of the election.

INFORMATION WITH RESPECT TO NOMINEES

The following information is provided with respect to each Class A
(term to expire in 2002) nominee for Director and each present and continuing
Director whose term of office extends beyond the Annual Meeting of the
Corporation's Shareholders.

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

John W. Baker Retired 1992
(Age 57) (President, Burgett Insurance through
Term expires 2002 December 31, 1997)

Richard L. Fowler President, Mobile Homes of Ohio 1992
(Age 71)
Term expires 2002

Kenneth E. Taylor Farmer 1992
(Age 49)
Term expires 2002

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

INFORMATION WITH RESPECT TO DIRECTORS NOT STANDING FOR REELECTION

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

Ted Bratton Farmer 1999
(Age 41)
Term expires 2004

Max A. Miller Attorney-at-Law 2001
(Age 46)
Term expires 2004

Allan R. Mast Co-Owner Holmes M&M Construction 1992
(Age 52)
Term expires 2003

Dean J. Mullet President, Mullet Cabinet 1996
(Age 50)
Term expires 2004

Luther E. Proper President and CEO, Killbuck Bancshares, 1992
(Age 52) Inc. and The Killbuck Savings Bank Co.
Term expires 2003 Mr. Proper's term as executive officer
is subject to annual renewal by
resolution of the Board of Directors.

Michael S. Yoder Owens-Brockway 1994
(Age 60) (Retired 1999)
Term expires 2004

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.

SECURITY OWNERSHIP OF MANAGEMENT

Shares of Corporation
Common Stock Percentage of
Owned Beneficially as Beneficial Ownership
Name & Age of 3/18/02 as of 3/18/02
---------- ---------- -------------

Max A. Miller 500 .07%
John W. Baker(1) 106 .02%
Ted Bratton(2) 245 .04%
Richard L. Fowler (3) 8,363 1.21%
Craig A. Lawhead (4) 1,570 .23%
Allan R. Mast (5) 1,980 .29%
Dean J. Mullet(8) 150 .02%
Luther E. Proper 6,700 .97%
Kenneth E. Taylor 1,459 .21%
Michael S. Yoder(6) 400 .06%

All directors and executive officers
as a group (10 persons) 21,473 3.11%

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(1) 100 shares owned individually, 6 shares owned by son.
(2) 118 shares owned individually, 107 shares owned jointly with spouse, 20
shares owned by son.
(3) 4,366 shares owned individually, 3,997 shares owned jointly with
spouse.
(4) 655 shares owned individually, 895 shares owned jointly with spouse, 20
shares in minor daughter's name.
(5) 375 shares owned individually, 905 shares owned jointly with spouse,
700 shares owned in name of Holmes M & M Construction.
(6) 250 shares owned individually, 150 shares 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 2001, the Board met once to
consider and act upon the nomination of Directors.

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 four times during 2001.

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, Bratton, Fowler, Miller and Mast (Chairman). The Executive
Committee met 12 times during 2001.

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 2001, 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 2001.

Director Compensation

Directors of the Corporation and its subsidiary, The Killbuck Savings
Bank Company, received an annual retainer of $7,200 during 2001. The Chairman of
the Board received an annual retainer of $9,600. Effective January 1, 2002, the
fee stayed the same. In addition, committee members receive $150 per committee
meeting attended.

AUDIT COMMITTEE REPORT

The Audit Committee of the Corporation's Board of Directors (the
"Committee") is composed of four directors, each of whom is independent as
defined by the National Association of Securities Dealers' listing standards,
and operates under a written charter adopted by the Board of Directors (Appendix
A). The members of the Committee are directors Baker, Mast, Taylor and Yoder.
The Committee recommends to the Board of Directors the selection of the
Corporation's independent accountants.

Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee the
processes.

In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Corporation's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Committee
has reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

The Corporation's independent accountants also provided to the
Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Committee discussed with the independent accountants that firm's
independence. The Committee has considered whether the provision of non-audit
services by the independent accountants to the Corporation and its subsidiaries
is compatible with maintaining the independence of the independent accountants.

Based upon the Committee's discussion with management and the
independent accountants and the Committee's review of the representation of
management and the report of the independent accountants to the Committee, the
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2001 filed with the Securities and Exchange
Commission.

Michael S. Yoder, Chairman
John W. Baker
Allen R. Mast
Kenneth E. Taylor

The Corporation's independent accountants billed the aggregate fees
shown below for audit and all other services rendered to Corporation and its
subsidiaries for the year 2001.

Audit Fees: $70,805

Financial Information Systems Design and
Implementation Fees: $0

All Other Fees: $32,238

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 2001, 2000 and 1999 to the Corporation's President and Chief
Executive Officer and the Executive Vice President.

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------

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

Mr. Luther E. Proper 2001 $138,757 $27,029 $943
President and Chief Executive Officer 2000 $131,715 $24,298 $1,276
1999 $123,500 $21,790 $1,641

Mr. Craig A. Lawhead 2001 $90,000 $15,460 $0
Executive Vice President 2000 $85,000 $13,128 $0
1999 $80,000 $12,129 $0

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 the Corporation's President and Chief Executive Officer,
Mr. Luther E. Proper, and the Corporation's Executive Vice President, Mr. Craig
A. Lawhead. 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 policy that rewards Executive Officers for positive corporate
performance;
- Motivate key Executive Officers to advance the strategic business goals
of the Corporation; and

- Provide competitive executive compensation opportunities that allow the
Corporation to compete for and retain talented executives who are
critical to the Corporation's long-term success.

Salaries. Effective January 1, 2001, 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 subjective assessment of the performance of such
executives over the intervening year and recognition of the Corporation's
performance during 2000. In addition, the Executive Committee approved
compensation increases for all other Executive Officers of the Corporation.

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 wholly 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.

It is the Executive Committee's policy that a significant portion of
executive compensation should be payable in an annual bonus, such bonus to be
based principally upon the overall financial performance of the Corporation.

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

John Baker
Richard Fowler
Ted Bratton
Max Miller
Allan Mast

EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND OTHER RELATED
TRANSACTIONS

The following individuals served as members of the Executive Committee
during the last completed fiscal year: John Baker; Richard Fowler; Ted Bratton;
Max Miller; and Allan Mast. Additionally, 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.

In addition, Directors of the Corporation and their associates were
customers of, and have had transactions with, the Corporation in the ordinary
course of business during 2001. 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.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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, 1996, in the
Corporation's stock, the Dow Jones Equity Market Index and the Dow Jones
Regional Bank Index.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG
KILLBUCK BANCSHARES, INC., DOW JONES TOTAL MARKET INDEX &
DOW JONES BANK INDEX FOR FISCAL YEAR ENDING DECEMBER 31

[PERFORMANCE GRAPH]

ASSUMES $100 INVESTED ON JANUARY 1, 1997
IN KILLBUCK BANCSHARES, INC. COMMON STOCK
DOW JONES TOTAL MARKET INDEX & DOW JONES BANK INDEX

*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS

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12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------

KILLBUCK BANCSHARES, INC. $100.00 $148.60 $201.91 $216.22 $215.48 $213.23
DOW JONES TOTAL MARKET INDEX $100.00 $131.81 $164.63 $202.04 $183.31 $161.46
DOW JONES BANK INDEX $100.00 $150.13 $159.29 $140.21 $165.25 $164.47
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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
with regard to their ownership of Corporation Shares, and changes in such
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 2001 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, 2001. It is the intention of the Corporation to appoint S. R.
Snodgrass, A.C. as Independent Auditor for 2002. 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.

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 2003, 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 26, 2002. 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
February 9, 2003.

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 2003 must provide notice of such nominee to the Corporation
not later than March 8, 2003. 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 2001 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.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

Only one Proxy Statement and Annual Report are being delivered to
multiple security holders sharing an address unless the Corporation has received
contrary instructions from one or more of the security holders. The Corporation
will deliver promptly, upon written or oral request, a separate copy of the
Proxy Statement and Annual Report to a security holder at a shared address to
which a single copy of the documents was delivered. To request separate delivery
of these materials now or in the future, a security holder may submit a written
request to the Secretary of Killbuck Bancshares, Inc. at 165 N. Main Street,
Killbuck, Ohio 44637 or call (330) 276-4881. Additionally, any security holders
presently sharing an address who are receiving multiple copies of the Proxy
Statement and Annual Report and would like to receive a single copy of such
materials may do so by directing their request to the Corporation in the manner
provided above.

EXHIBIT A

AUDIT DEPARTMENT CHARTER
KILLBUCK SAVINGS BANK COMPANY

AUDIT OBJECTIVE

Our primary audit objective is to provide an independent appraisal function
through which the Audit Committee and Executive Management receive unbiased
information and assurances that the system of internal controls is properly
designed and functioning as intended. Audits will be conducted with due
professional care and are designed to determine, by continuous review, that
internal checks and controls provide adequate safeguards to ensure the Bank's
general operating efficiency, and its compliance with managerial policies, laws,
regulations, and Generally Accepted Accounting Principles. The audit objective
includes promoting effective control at reasonable costs.

AUDIT APPROACH

General

Our audits will be performed in accordance with generally accepted internal
auditing procedures and, accordingly, will include such tests and other auditing
techniques as we consider necessary and appropriate for evaluating the
effectiveness of the internal control structure. We will design our procedures
to comply with recommendations set forth by regulatory agencies and OCC Bulletin
98-1 dated January 7, 1998. We will use a risk based system to ensure
appropriate coverage of material areas and to determine the audit frequency
schedule. A risk analysis form has been developed to document the risk
assessment. The audit approach for accomplishing our objectives will consist of
four phases:

- Planning
- Audit program preparation
- Audit tests and analysis
- Evaluation and reporting of audit results

Risk Analysis and Audit Frequency Schedule

Every activity at the Bank will be examined at least once every twenty-four
months. Activities will be selected for more frequent reviews based on an
assessment of risk inherent in the area. The nature, timing and extent of audit
procedures performed in a given activity depends on:

- The results of the prior audit (internal, external, and
regulatory)
- The relative risk of an error or deviation from approved
procedures occurring and going undetected
- The volume of activity, with emphasis on increasing volume
- The complexity and nature of such activity

- Cash or other asset exposure
- Material change in delinquency
- Change in management

Based upon the risk analysis, a risk rating of 1 to 4 will be assigned to each
area, and the audit frequency will be set accordingly. For areas with a risk
rating of 1 (relatively risk-free), audits will be performed every twenty-four
months. Areas with a 2 (low risk), will be examined every twelve to fifteen
months. Areas with a 3 (moderate risk) or a 4 (high risk), will be examined at
least annually.

AUTHORITY

The Auditor shall have full authority to review and appraise policies, plans,
procedures, and records. To exercise the authority, the Auditor shall have
unrestricted access to all of the Bank's records, personnel, and physical
properties relevant to the audit process. The Internal Auditor's freedom of
access and review shall be limited to records to which such access and review
will not subject Killbuck Savings Bank Company to potential conflicts with the
laws governing the rights of privacy of employees or customers.

The Auditor shall have the authority to delegate access and review authority to
subordinates, where appropriate. The Auditor shall also have the authority to
revise the audit plan and procedures as circumstances dictate to effectively
meet the objectives of the internal audit function.

In performing this function, the Auditor has no direct responsibility for, or
authority over, any of the activities reviewed. Therefore, the internal audit
review and appraisal does not, in any way, relieve persons in the organization
of the responsibility assigned to them.

INDEPENDENCE

Independence is essential to an effective internal audit function. Independence
permits the Auditor to render impartial and unbiased judgements and to preserve
audit objectivity. Independence is achieved through organizational status and
objectives.

To provide for the maximum degree of independence, the Auditor reports directly
to the Audit Committee of the Board of Directors and does not have an
involvement in day to day operations. The Audit Department will not serve in the
capacity of dual control, or as a "checking agency" to supplement daily
operating functions. These activities are the responsibility of management and
should be provided solely within the framework of operating procedures. The
Auditor's objectivity will not be adversely affected, however, by determining
and recommending the need for and, where necessary, the type of standards of
control to be established.

RESPONSIBILITIES

The responsibilities of the Board of Directors and Senior Management include,
but are not limited to, the following:

- Establishing an effective system of internal control, including an
effective internal audit function.
- Ensuring that the importance of internal controls is communicated
and understood throughout the Bank.
- Planning the audit to assure that the function will be carried out
independently and without influence from Bank management.
- Reviewing and approving the Internal Auditor's control risk
assessment and scope of the audit plan.
- Evaluating the audit function based on established criteria, such as
timeliness of reports, comprehensiveness of the audit plan, and
overall performance regarding the plan and such other matters. This
evaluation should be performed on an annual basis.

The responsibilities of the Internal Auditor include, but are not limited to,
the following:

- Develop and maintain an efficient and comprehensive audit program
that is reasonably designed to accomplish the stated objectives.
- Prepare the audit plan for review with the Audit Committee. The plan
will be reviewed at least annually and revised based on a formal
risk analysis :hat considers prior audit results, personnel change,
new regulations, etc., to ensure adequate coverage.
- Utilizing formal audit programs, conduct audits of the various areas
within the Bank to determine whether they are operating efficiently
and effectively.
- Conduct special examinations or procedures where deemed necessary,
or at the request of the Audit Committee.
- Prepare written reports of audit activities, summarizing findings
and recommendations, for review with Executive Management and the
Audit Committee. Workpapers should be maintained that adequately
document the work performed and support the written reports issued.
- Follow up on significant audit issues to ensure corrective action is
taken.
- Act as liaison to federal examiners.
- Stay abreast of current developments in the auditing industry and
related matters.

AUDIT REPORTS

At the conclusion of each audit, the Auditor will conduct an exit interview with
the area manager. All exceptions noted will be thoroughly reviewed with the
manager. Written reports will be issued for each audit, detailing the audit
scope and fully identifying deficiencies and other concerns noted.

A monthly report detailing the work performed during the month and a summary of
audit findings will be prepared and distributed to the Audit Committee and
Chairman of the Board. Additionally, on a quarterly basis, a progress report
against the audit schedule and any open items identified in prior reports will
be prepared and distributed to the Audit Committee. At this time, the Audit
Committee should assess whether any internal control weaknesses or other
exceptions previously noted are being resolved by management in an expeditious
manner.

If, during the course of any audit, or at any time, an item of material concern
is brought to the attention of the audit staff, the Auditor will immediately
notify the Chairman of the Board and the Audit Committee when deemed necessary.

AUDIT STANDARDS

Standards are essential for professional performance. The Audit Department shall
adopt the following standards for the professional practice of internal auditing
as promulgated by the Institute of Internal Auditors, Inc.:

1. TRAINING AND PROFICIENCY

To ensure the Auditor possesses sufficient knowledge to carry out the
stated objectives, emphasis will be placed on training and continuing
education to stay abreast of new developments in accounting, auditing,
banking, and data processing.

2. INDEPENDENCE

In all audit related matters, the Auditor shall maintain an objective
and independent mental attitude. The Auditor shall not engage in any
activity which could reasonably be construed to compromise
independence.

3. DUE CARE

Due professional care will be exercised in the performance of the audit
and report preparation. The Auditor's conduct should be such that good
faith and integrity are not open to question. The Auditor shall:

- Exercise honesty, objectivity, and diligence in performing audits.
- Exhibit professionalism in all matters pertaining to the affairs of
Killbuck Savings Bank Company; however, will not knowingly be a
party to any illegal or improper activity.
- Reframe from entering into activity which may be in conflict with
the interest of Killbuck Savings Bank Company or which would
prejudice the ability to carry out assigned duties and
responsibilities.
- Not accept gifts from an employee or a business associate of
Killbuck Savings Bank Company.

- Be prudent in the use of information acquired in the course of an
audit. Shall not use confidential information for personal gain or
in a manner which would be detrimental to the welfare of Killbuck
Savings Bank Company.
- Use reasonable care to obtain sufficient factual evidence to support
options expressed.

4. SCOPE OF WORK

The scope, frequency, and depth of audit procedures will be determined
on the basis of an evaluation of the risk associated with each area of
audit interest. The scope of the audit will generally encompass the
following:

- Review the reliability and integrity of financial and operational
information including the means used to identify, measure, classify,
and report such information.
- Determine compliance with policies, plans, procedures, laws, and
regulations.
- Review the means of safeguarding assets and verify the existence of
such assets.
- Appraise the economy and efficiency with which resources are
employed.
- Audit Department Charter Killbuck Savings Bank Company Page 6
- Review operations and programs to ascertain whether results are
consistent with established objectives and goals.

5. PERFORMANCE OF AUDIT WORK

To design and perform the most efficient, effective, and useful audit, the
Auditor will use the following steps:

- Planning the Audit -- Internal Auditors should understand the
internal control structure to enable them to assess the risks
associated with the audit.
- Examining and Evaluating Information -- Internal Auditors should
collect, analyze, interpret, and document information to support
audit results.
- Communicating Results -- Results of the audit will be communicated
to management and the Audit Committee.
- Following Up -- Internal Auditors should follow up to ascertain that
appropriate action is taken on significant audit findings.

EXTERNAL REVIEW

Once the internal audit reports have been issued, they will be the property of
Killbuck Savings Bank Company. We will provide you with any copies of the
related workpapers that you deem necessary, and employees authorized by you will
have reasonable and timely access to the workpapers. We will maintain the
workpapers at our office located at 626 North Fourth Street, Steubenville, Ohio.
Examiners representing the Federal Reserve Bank and the Ohio Division of Banks
will be granted immediate and full access to the internal audit reports and
related workpapers.
19

INTERNAL CONTROL

Due to the dominant role the evaluation of internal control plays in the various
objectives of internal auditing, a clearer understanding of internal control is
warranted. Internal control is a process designed to provide reasonable
assurance regarding the achievement of objectives in the following categories:

- Effective and efficiency of operations
- Reliability of financial and regulatory reporting
- Compliance with applicable laws and regulations

This definition reflects certain fundamental concepts:

- Internal control is a process. It's a means to an end, not an end in
itself.
- Internal control is effected by people. It's not merely policy
manuals and forms, but people at every level of Killbuck Savings
Bank Company.
- Internal control can be expected to provide only reasonable
assurance, not absolute assurance, to the Bank's management and
Board.
- Internal control is geared to the achievement of objectives in one
or more separate but overlapping categories.

Internal control consists of five interrelated components. These are derived
from the way management runs a business, and are integrated with management
process. The components are:

- Control Environment -- The core of any business is its people --
their individual attributes, including integrity, ethical values and
competence -- and the environment in which they operate. They are
the foundation on which everything rests.
- Risk Assessment -- The entity must be aware of and deal with the
risks it faces. It must set objectives, integrated with the sales,
production, marketing, financial, and other activities so that
Killbuck Savings Bank Company is operating in concert. It also must
establish mechanisms to identify, analyze, and manage the related
risks.
- Control Activities -- Control policies and procedures must be
established and executed to help ensure that the actions identified
by management as necessary to address risks to achievement of the
Bank's objectives are effectively carried out.
- Information and Communication -- Surrounding these activities are
information communication systems. These enable Bank employees to
capture and exchange the information needed to conduct, manage, and
control its operations.
- Monitoring -- The entire process must be monitored and modifications
made as necessary. In this way, the system can react dynamically,
changing as conditions warrant.

Internal control, no matter how well designed and operated, can provide only
reasonable assurance to management and the Board of Directors regarding
achievement of any entity's

objectives. The likelihood of achievement is affected by limitations inherent in
all internal control systems. These include the realities that human judgment in
decision-making can be faulty, persons responsible for establishing controls
need to consider their relative costs and benefits, and breakdowns can occur
because of human failures such as misunderstood instructions, personal
carelessness, distractions, fatigue, etc. Controls can be circumvented by
collusion of two or more people. Management also has the ability to override the
internal control system. Additionally, any projection of a current evaluation of
internal control to a future period is subject to the risk that compliance with
procedures may deteriorate.

EXHIBIT B
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 22, 2002

The undersigned hereby appoints TED BRATTON, ALLAN R. MAST AND LUTHER
E. PROPER, 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 22, 2002, at the stockholders meeting,
to be held at THE MAIN OFFICE OF SAID CORPORATION LOCATED AT 165 N. MAIN STREET,
KILLBUCK, OHIO ON APRIL 22, 2002 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 A

The Board of Directors recommends a vote "For" the election of the
following nominees to the Corporation's Board of Directors:

John W. Baker Richard L. Fowler Kenneth E. Taylor

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: ______________, 2002 ___________________________________________

___________________________________________
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.)