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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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-12

Indian Village Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)

Indian Village Bancorp, Inc.
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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)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule
0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total Fee paid:
N/A
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Fee paid previously with preliminary materials.

|_| 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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[INDIAN VILLAGE BANCORP, INC. LETTERHEAD]

October 3, 2001

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders.
We will hold the meeting at the New Philadelphia branch office of Indian Village
Community Bank, 635 West High Avenue, New Philadelphia, Ohio, on November 7,
2001 at 1:00 p.m., local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on our operations. Our directors and
officers, as well as a representative of Crowe, Chizek and Company LLP, our
independent auditors, will be present to respond to appropriate questions of
stockholders.

It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number of
shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

Marty R. Lindon
PRESIDENT AND CHIEF EXECUTIVE OFFICER

INDIAN VILLAGE BANCORP, INC.
100 SOUTH WALNUT STREET
GNADENHUTTEN, OHIO 44629
(740) 254-4313

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

On November 7, 2001, we will hold our annual meeting of stockholders at
the New Philadelphia branch office of Indian Village Community Bank, 635 West
High Avenue, New Philadelphia, Ohio. The meeting will begin at 1:00 p.m., local
time. At the meeting, stockholders will consider and act on the following:

1. The election of three directors to serve for a term of three
years;

2. The ratification of the appointment of Crowe, Chizek and
Company LLP as our independent auditors for the fiscal year
ending June 30, 2002; and

3. Such other business that may properly come before the meeting.

NOTE: Our Board of Directors is not aware of any other business to
come before the meeting.

Only stockholders of record at the close of business on September 14,
2001 are entitled to receive notice of the meeting and to vote at the meeting
and any adjournments or postponements of the meeting.

Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Michael A. Cochran
CORPORATE SECRETARY

Gnadenhutten, Ohio
October 3, 2001

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

INDIAN VILLAGE BANCORP, INC.

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PROXY STATEMENT

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We are furnishing this proxy statement to you in connection with the
solicitation of proxies by our Board of Directors to be used at our annual
meeting of stockholders. The annual meeting will be held at the New Philadelphia
branch office of Indian Village Community Bank located at 635 West High Avenue,
New Philadelphia, Ohio, on November 7, 2001 at 1:00 p.m., local time. This proxy
statement and the enclosed proxy card are being first mailed to stockholders of
record on or about October 3, 2001.

VOTING AND PROXY PROCEDURE

WHO CAN VOTE AT THE MEETING

You are entitled to vote your shares of our common stock only if our
records show that you held your shares as of the close of business on September
14, 2001. As of the close of business on September 14, 2001, a total of 402,139
shares of our common stock were outstanding. Each share of common stock has one
vote. Our Articles of Incorporation provide that record holders of our common
stock who beneficially own, either directly or indirectly, in excess of 10% of
the outstanding shares are not entitled to any vote in respect of the shares
held in excess of the 10% limit.

ATTENDING THE MEETING

If you are a beneficial owner of our common stock held by a broker,
bank or other nominee (I.E., in "street name"), you will need proof of ownership
to be admitted to the meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. If you want to vote your
shares of common stock held in street name in person at the meeting, you will
have to get a written proxy in your name from the broker, bank or other nominee
who holds your shares.

VOTE REQUIRED

The annual meeting will be held only if there is a quorum. A quorum
exists if a majority of the outstanding shares of common stock entitled to vote
is represented at the meeting. If you return valid proxy instructions or attend
the meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will

be elected. Votes that are withheld and broker non-votes will have no effect on
the outcome of the election. In voting on the ratification of the appointment of
Crowe, Chizek and Company LLP as independent auditors, you may vote in favor of
the proposal, vote against the proposal or abstain from voting. The ratification
of Crowe, Chizek and Company LLP will be decided by the affirmative vote of a
majority of the votes cast at the annual meeting. On this matter, abstentions
and broker non-votes will have no effect on the voting.

VOTING BY PROXY

We are sending this proxy statement to you for the purpose of
requesting that you allow your shares of our common stock to be represented at
the annual meeting by the persons named in the enclosed proxy card. All shares
of common stock represented at the annual meeting by properly executed and dated
proxies will be voted according to the instructions indicated on the proxy card.
If you sign, date and return a proxy card without giving voting instructions,
your shares will be voted as recommended by our Board of Directors. OUR BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR AND FOR
RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own best judgment to determine how to vote your shares. This includes a
motion to adjourn or postpone the annual meeting in order to solicit additional
proxies. If the annual meeting is postponed or adjourned, your shares of common
stock may be voted by the persons named in the proxy card on the new annual
meeting date as well, unless you have revoked your proxy. We do not know of any
other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise our Corporate Secretary in
writing before your common stock has been voted at the annual meeting, deliver a
later dated proxy, or attend the meeting and vote your shares in person. Your
attendance at the annual meeting will not in itself revoke your proxy.

If your common stock is held "in street name," you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker, bank or other nominee may allow
you to deliver your voting instructions via the telephone or the Internet.
Please see the instruction form provided by your broker, bank or other nominee
that accompanies this proxy statement.

PARTICIPANTS IN INDIAN VILLAGE COMMUNITY BANK'S ESOP AND 401(K) PLAN

If you participate in the Indian Village Community Bank Employee Stock
Ownership Plan (the "ESOP") or if you hold shares through the Indian Village
Community Bank 401(k) Plan (the "401(k) Plan"), you will receive a vote
authorization form for each plan that reflects all shares you may vote under the
plan. Under the terms of the ESOP, all shares held by the ESOP are voted by the
ESOP trustees, but each participant in the ESOP may direct the trustees how to
vote the shares of common stock allocated to his or her account. Unallocated
shares of common stock held by the ESOP and allocated shares for which no timely
voting instructions are received will be voted by the ESOP trustees in the same
proportion as shares for which the trustees have received voting instructions,
subject to the exercise of the trustee's fiduciary duties. Under the terms of
the 401(k) Plan, participants may direct the trustee of the Indian

Village Bancorp, Inc. Stock Fund (the "Stock Fund") how to vote shares of common
stock credited to their accounts in the plan. The Stock Fund trustee will vote
all shares for which no directions are given or for which timely instructions
were not received in the same proportion as shares for which the trustee
received voting instructions. The deadline for returning your voting
instructions to each plan's trustee is October 31, 2001.

STOCK OWNERSHIP

The following table provides information as of September 14, 2001 about
the persons that we know to be the beneficial owners of more than 5% of our
outstanding common stock. A person may be considered to beneficially own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power.

PERCENT OF
COMMON
NUMBER OF STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
---------------------- ------------------ -------------------

Indian Village Community Bank 41,896(1) 10.4%
Employee Stock Ownership Plan
100 South Walnut Street
Gnadenhutten, Ohio 44629

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(1) Under the terms of the ESOP, the ESOP trustees will vote shares
allocated to participants' accounts in the manner directed by the
participants. Subject to their fiduciary responsibility, the trustees
will vote unallocated shares and allocated shares for which no timely
voting instructions are received in the same proportion as shares for
which they have received voting instructions from participants. As of
September 14, 2001, 5,067 shares had been allocated under the ESOP. The
trustees of the ESOP are Michael A. Cochran and Cindy S. Knisely.

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The following table provides information as of September 14, 2001 about
the shares of common stock that may be considered to be beneficially owned by
each nominee for director and by all of our directors and executive officers as
a group. Unless otherwise indicated, each of the named individuals has sole
voting power and sole investment power with respect to the number of shares
shown.

NUMBER OF PERCENT OF COMMON
NAME SHARES OWNED STOCK OUTSTANDING(1)
---------------------------- ------------------- -----------------------

John A. Beitzel 10,552 2.6%

Michael A. Cochran 16,000 4.0

Cindy S. Knisely 7,600 1.9

Joanne Limbach 6,500 1.6

Marty R. Lindon 14,043 3.5

Rebecca S. Mastin 10,000 2.5

Vernon E. Mishler 10,000 2.5

All directors and executive officers 79,114 19.7
as a group (8 persons)

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(1) Based on 402,139 shares of common stock outstanding and entitled to
vote as of September 14, 2001.
(2) Includes 200 shares owned by Mr. Beitzel's spouse. Also includes 296
shares allocated to Mr. Beitzel under the ESOP for which Mr. Beitzel
has voting power but not investment power.
(3) Includes 5,000 shares owned by Mr. Cochran's spouse. Does not include
41,896 shares held by the ESOP, for which Mr. Cochran serves as a
trustee. Does not include 2,961 shares held by the 401(k), for which
Mr. Cochran serves as a trustee.
(4) Includes 100 shares owned by Ms. Knisely's daughter. Does not include
41,896 shares held by the ESOP, for which Ms. Knisely serves as a
trustee. Does not include 2,961 shares held by the 401(k), for which
Mr. Knisely serves as a trustee.
(5) Includes 500 shares owned by Mr. Lindon's daughter. Also includes 760
shares allocated to Mr. Lindon under the ESOP for which Mr. Lindon has
voting power but not investment power.

PROPOSAL 1:
ELECTION OF DIRECTORS

Our Board of Directors consists of seven members. Five directors are
independent and two are members of management. The Board is divided into three
classes with three-year staggered terms, with approximately one-third of the
directors elected each year. The Board of Directors' nominees for election this
year, to serve for a three-year term or until their respective successors have
been elected and qualified, are Joanne Limbach, Marty R. Lindon and Vernon E.
Mishler, all of whom are currently serve as directors of us and Indian Village
Community Bank.

The Board of Directors intends that the proxies it solicits will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the

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Board of Directors. Alternatively, the Board of Directors may adopt a resolution
to reduce the size of the Board. At this time, the Board of Directors knows of
no reason why any nominee might be unable to serve. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES.

Information regarding the nominees and the directors continuing in
office is provided below. Unless otherwise stated, each individual has held his
or her current occupation for the last five years. The age indicated for each
individual is as of June 30, 2001 The indicated period of service as a director
includes the period of service as a director of Indian Village Community Bank.

BOARD NOMINEES FOR ELECTION OF DIRECTORS

JOANNE LIMBACH is the President of Limbach, Nolan and Dantonio, Inc.
D/B/A Limbach and Associates, a state and local tax consulting firm located in
Columbus, Ohio. Ms. Limbach served as Tax Commissioner for the State of Ohio
from 1983 to 1991. Age 60. Director since 1997.

MARTY R. LINDON has served as our President and Chief Executive Officer
since March 1999 and as President and Chief Executive Officer of Indian Village
Community Bank since December 1998. Before serving as President and Chief
Executive Officer of Indian Village Community Bank, he served as its Vice
President of Lending since 1993. Age 44. Director since 1998.

VERNON E. MISHLER is a retired Ohio State Auditor and public
accountant. Age 73. Director since 1989.

DIRECTORS CONTINUING IN OFFICE

THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2002:

MICHAEL A. COCHRAN is an attorney in private practice. He is also
Assistant Prosecuting Attorney for Tuscarawas County, Ohio. Mr. Cochran serves
as our Corporate Secretary and as Corporate Secretary for Indian Village
Community Bank. Age 51. Director since 1995.

REBECCA S. MASTIN serves as our Chairperson of the Board and as
Chairperson of the Board of Indian Village Community Bank. Ms. Mastin also owns
Wendy's restaurant franchises. Age 48. Director since 1996.

THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2003:

JOHN A. BEITZEL serves as our Vice Chairman of the Board and as Vice
Chairman of the Board of Indian Village Community Bank. Mr. Beitzel has also
served as Executive Vice President of Indian Village Community Bank since July
1999. He retired as the elected Tuscarawas County auditor. Age 53. Director
since 1997.

CINDY S. KNISELY, a certified public accountant, is the President of
Knisely & Associates Accounting and Financial Services, Inc., a certified public
accounting firm. Age 43. Director since 1997.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

We conduct our business through meetings and activities of our Board of
Directors and its committees. During the fiscal year ended June 30, 2001, our
Board of Directors held twelve meetings and the Board of Directors of Indian
Village Community Bank held twelve meetings. No director attended fewer than 75%
of the total meetings of the Boards of Directors and committees on which he or
she served.

The Audit Committee, consisting of Cindy S. Knisely, Rebecca S. Mastin
and Vernon E. Mishler, receives and reviews all reports prepared by our
independent auditors. This committee met four times during the fiscal year ended
June 30, 2001.

The Asset Classification Committee, consisting of Cindy S. Knisely and
Joanne Limbach, reviews Indian Village Community Bank's past due and delinquent
loans and reports its findings to the Board of Directors quarterly. This
committee met four times during the fiscal year ended June 30, 2001.

The Nominating Committee, consisting of the full Board of Directors,
selects annually management's nominees for election as directors. This committee
met on August 16, 2001 to select management's nominees for election as directors
at this annual meeting. Our Bylaws provide for shareholder nominations of
directors. See "STOCKHOLDER PROPOSALS AND NOMINATIONS."

DIRECTORS' COMPENSATION

Indian Village Community Bank pays a monthly fee of $1,000 to each
independent director for service on its Board of Directors and any committees.
We do not pay separate fees for service on our Board of Directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for Marty R. Lindon. None of our
executive officers or any executive officer of Indian Village Community Bank
received salary and bonus totaling $100,000 or more during the fiscal year ended
June 30, 2001.

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ANNUAL
COMPENSATION
--------------------------
NAME AND FISCAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(2) COMPENSATION
-------------------- ---------- ----------- ----------- ------------------ ------------------

Marty R. Lindon 2001 $68,000 $10,000 -- $7,851(3)
President and Chief 2000(1) 31,846 -- -- 739
Executive Officer 1999 60,000 10,000 -- 3,514
1998 41,000 7,000 -- 4,686

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(1) For the six months ended June 30, 2000.
(2) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary
and bonus reported.
(3) Consists of employer contributions to the 401(k) Plan of $4,214 and
ESOP allocation of $3,637.

EMPLOYMENT AGREEMENT

We (including Indian Village Community Bank) have entered into a
three-year employment agreement with Mr. Lindon. Under the employment agreement,
Mr. Lindon's current annual salary is $72,000, which amount Indian Village
Community Bank pays and may be increased at the discretion of the Board of
Directors or an authorized committee of the Board. On the anniversary of the
commencement date of the employment agreement, the term may be extended for an
additional year at the discretion of the Board. We may terminate the agreement
at any time. Mr. Lindon may terminate the agreement if he is assigned duties
inconsistent with his initial position, duties, responsibilities and status. The
agreement may also terminate upon the occurrence of certain events specified by
federal regulations. If Mr. Lindon's employment is terminated without cause or
upon his voluntary termination following the occurrence of an event described in
the preceding sentence, we would be required to honor the terms of the agreement
through the expiration of the current term, including payment of current cash
compensation and continuation of employee benefits.

The employment agreement also provides for a severance payment and
other benefits in the event of involuntary termination of employment in
connection with any change in control of us or Indian Village Community Bank. A
severance payment also will be provided on a similar basis in connection with a
voluntary termination of employment where, after a change in control, Mr. Lindon
is assigned duties inconsistent with his position, duties, responsibilities and
status immediately before a change in control.

The maximum present value of the severance benefits under the
employment agreement is 2.99 times Mr. Lindon's average annual compensation
during the five-year period preceding the effective date of the change in
control (the "base amount"). The employment agreement provides that the value of
the maximum benefit may be distributed, at his election, in the form of a lump
sum cash payment equal to 2.99 times his base amount or a combination of a cash
payment and continued coverage under Indian Village Community Bank's health,
life and disability programs for a 36-month period following the change in
control, the total value of which does not exceed 2.99 times his base amount.
Section 280G of the Internal Revenue Code provides that severance payments that
equal or exceed three times the individual's base amount are deemed to be
"excess parachute payments" if they are contingent upon a change

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in control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of any excess parachute payments, and we would not be
entitled to deduct the amount of such excess payments.

The employment agreement restricts Mr. Lindon's right to compete
against us for a period of one year from the date of termination of the
agreement if he voluntarily terminates employment, except in the event of a
change in control.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than 10% of any
registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Our executive
officers and directors and greater than 10% stockholders are required by
regulation to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of copies of the reports we have received
and written representations provided to us from the individuals required to file
the reports, we believe that each of our executive officers and directors has
complied with applicable reporting requirements for transactions in our common
stock during the fiscal year ended June 30, 2001.

TRANSACTIONS WITH MANAGEMENT

LOANS AND EXTENSIONS OF CREDIT

Federal regulations require that all loans or extensions of credit to
our executive officers and directors be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee,
and must not involve more than the normal risk of repayment or present other
unfavorable features. In addition, loans made to a director or executive officer
in an amount that, when aggregated with the amount of all other loans to such
person and his or her related interests, are in excess of the greater of $25,000
or 5% of the institution's capital and surplus, up to a maximum of $500,000,
must be approved in advance by a majority of the disinterested members of the
Board of Directors.

OTHER TRANSACTIONS

Michael A. Cochran performs legal services for us and Indian Village
Community Bank. During the fiscal year ended June 30, 2001, we (including Indian
Village Community Bank) paid a total of $5,364 in legal fees to Mr. Cochran,
which included a retainer fee of $3,000. These amounts in total did not
represent more than 5% of total legal fees that Mr. Cochran earned during the
fiscal year ended June 30, 2001.

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PROPOSAL 2:
RATIFICATION OF INDEPENDENT AUDITORS

Crowe Chizek and Company LLP was our independent auditors for the
fiscal year ended June 30, 2001. Our Board of Directors has appointed Crowe,
Chizek and Company LLP to be our independent auditors for the fiscal year ending
June 30, 2002, subject to the ratification by stockholders. A representative of
Crowe, Chizek and Company LLP is expected to be present at the annual meeting to
respond to appropriate questions from stockholders and will have the opportunity
to make a statement should he or she desire to do so.

If the ratification of the appointment of the independent auditors is
not approved by a majority of the votes cast by stockholders at the annual
meeting, the Board of Directors may consider other independent auditors. OUR
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF INDEPENDENT AUDITORS.

AUDIT FEES

The aggregate fees that Crowe, Chizek and Company LLP billed to us for
the annual audit and for review of our Forms 10-QSB for the fiscal year ended
June 30, 2001 totaled $26,400.

ALL OTHER FEES

The aggregate fees that we paid to Crowe, Chizek and Company LLP for
all other non- audit services, including fees for tax-related services, for the
fiscal year ended June 30, 2001, totaled $19,200.

The Audit Committee of our Board of Directors has considered and
determined that Crowe, Chizek and Company LLP's provision of non-audit services
to us is compatible with maintaining their independence.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of our Board of Directors is responsible for
exercising independent, objective oversight of our independent auditors,
accounting functions and internal controls. The Audit Committee is comprised of
Cindy S. Knisely, Rebecca S. Mastin and Vernon E. Mishler, each of whom is
independent under The Nasdaq Stock Market, Inc.'s listing standards. The Board
of Directors has not adopted a written charter for the Audit Committee.

The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and the additional matters required under Statement on Auditing
Standards No. 61. Based on such review and discussion, the Audit Committee
recommended that the Board of Directors

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include the audited consolidated financial statements in our Annual Report on
Form 10-KSB for the fiscal year ended June 30, 2001 for filing with the
Securities and Exchange Commission.

Members of the Audit Committee:

Cindy S. Knisely
Rebecca S. Mastin
Vernon E. Mishler

STOCKHOLDER PROPOSALS AND NOMINATIONS

We must receive proposals that stockholders seek to have included in
the proxy statement for our next annual meeting no later than June 5, 2002. If
next year's annual meeting is held on a date more than 30 calendar days from
November 7, 2002, we must receive a stockholder proposal by a reasonable time
before we begin to print and mail the proxy solicitation materials for such
annual meeting. Any stockholder proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.

Our Bylaws provides that in order for a stockholder to make nominations
for the election of directors or proposals for business to be brought before the
annual meeting, a stockholder must deliver written notice of such nominations
and/or proposals to the Corporate Secretary not less than 60 days nor more than
90 days before the date of the annual meeting; provided that if less than 71
days' notice or prior public disclosure of the date of the annual meeting is
given to stockholders, such written notice must be delivered not later than the
close of the tenth day following the day on which notice of the date of the
annual meeting was mailed to stockholders or prior public disclosure of the
meeting date was made. The shareholder's notice of nomination must contain all
information relating to the nominee as required by our Bylaws. You may obtain a
copy of the Bylaws by writing to Michael A. Cochran, our Corporate Secretary.

MISCELLANEOUS

We will pay the cost of this proxy solicitation and will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
our common stock. In addition to soliciting proxies by mail, directors, our
officers, directors and regular employees may solicit proxies personally or by
telephone without receiving additional compensation.

Our Annual Report to Stockholders has been mailed to all persons who
were stockholders as of the close of business on September 14, 2001. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to our Corporate Secretary. The Annual Report is not to be treated as
part of the proxy solicitation material or as having been incorporated in this
proxy statement by reference.

A COPY OF OUR FORM 10-KSB (WITHOUT EXHIBITS) FOR THE FISCAL YEAR ENDED
JUNE 30, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO ALL PERSONS WHO WERE STOCKHOLDERS AS OF THE CLOSE OF
BUSINESS ON SEPTEMBER

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14, 2001 UPON WRITTEN REQUEST TO MICHAEL A. COCHRAN, CORPORATE SECRETARY, INDIAN
VILLAGE BANCORP, INC., P.O. BOX 830, GNADENHUTTEN, OHIO 44629.

Whether or not you plan to attend the annual meeting, please vote by
marking, signing, dating and promptly returning the enclosed proxy card in the
enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

Michael A. Cochran
CORPORATE SECRETARY

Gnadenhutten, Ohio
October 3, 2001

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REVOCABLE PROXY

INDIAN VILLAGE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS

NOVEMBER 7, 2001

The undersigned hereby appoints the official Proxy Committee of the
Board of Directors of Indian Village Bancorp, Inc. (the "Company"), consisting
of John A. Beitzel, Cindy S. Knisely, Joanne Limbach, Marty R. Lindon, Vernon E.
Mishler, Michael A. Cochran and Rebecca S. Mastin, with full powers of
substitution to act as attorneys and proxies for the undersigned, to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at the New Philadelphia branch
office of Indian Village Community Bank, 635 West High Street, New Philadelphia,
Ohio, on November 7, 2001, at 1:00 p.m., local time, and at any and all
adjournments of the meeting, as follows:

1. The election as directors of all nominees listed (except as
marked to the contrary below).

Joanne Limbach Marty R. Lindon Vernon E. Mishler

VOTE VOTE FOR ALL
FOR WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

2. The ratification of the appointment of Crowe, Chizek and
Company LLP as independent auditors for the Company for the
fiscal year ending June 30, 2002.

FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT
IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE
LISTED PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

The above-signed acknowledges receipt from the Company, prior to the
execution of this proxy, of a Notice of Annual Meeting of Stockholders, a Proxy
Statement for the Annual Meeting and an Annual Report to Stockholders.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required.

Dated: , 2001
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STOCKHOLDER SIGNATURE

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CO-HOLDER (IF ANY) SIGNATURE

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.