10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: MARCH 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-21714

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-1687530
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654

(Address of principal executive offices)

(330) 674-9015

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Outstanding at April 27, 2004:

2,644,350 common shares

CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

Table of Contents

	Page
Part I - Financial Information
ITEM 1 - FINANCIAL STATEMENTS		3
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Condensed Consolidated Statements of Shareholders’ Equity		5
Condensed Consolidated Statements of Cash Flows		6
Note to Consolidated Financial Statements		7
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		8
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		11
ITEM 4 – CONTROLS AND PROCEDURES		11
Part II - Other Information
ITEM 1 – Legal Proceedings		12
2 – Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities		12
3 – Defaults upon Senior Securities		12
4 – Submission of Matters to a Vote of Security Holders		12
5 – Other Information		12
6 – Exhibits and Reports on Form 8-K		12
Signatures		14
EX-11 STATEMENT REGARDING COMPUTATION OF PER SHARE
EX-31.1 CERTIFICATION OF PRESIDENT AND CEO
EX-31.2 CERTIFICATION OF VP AND CFO
EX-32.1 SECTION 1350 CERTIFICATION - PRES. AND CEO
EX-32.2 SECTION 1350 CERTIFICATION - VP AND CFO

CSB BANCORP, INC.

PART I – FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2004			2003
ASSETS
Cash and due from banks	$	11,539,493		$	12,327,227
Interest-bearing deposits with other banks		124,636			147,154
Federal funds sold		—			4,727,000
Total cash and cash equivalents		11,664,129			17,201,381
Securities available-for-sale, at fair value		43,094,537			28,990,615
Securities held-to-maturity (Fair value of $36,321,685 in 2004 and $38,395,177 in 2003)		33,998,032			36,092,027
Restricted stock, at cost		2,715,000			2,690,000
Total securities		79,807,569			67,773,242
Loans, net of allowance for loan losses of $2,453,280 in 2004 and $2,458,864 in 2003		215,767,553			210,795,598
Premises and equipment, net		8,525,038			8,563,276
Accrued interest receivable and other assets		2,495,464			1,846,292
Total assets	$	318,259,753		$	306,179,789
LIABILITIES
Deposits
Noninterest-bearing	$	31,727,689		$	33,539,061
Interest-bearing		207,739,088			215,418,686
Total deposits		239,466,777			248,957,747
Securities sold under repurchase agreements		12,531,144			11,859,052
Federal funds purchased		11,100,000			—
Federal Home Loan Bank borrowings		19,221,119			9,512,481
Accrued interest payable and other liabilities		993,305			1,132,971
Total liabilities		283,312,345			271,462,251
SHAREHOLDERS’ EQUITY
Common stock, $6.25 par value: Authorized 9,000,000 shares; issued 2,667,786 shares		16,673,667			16,673,667
Additional paid-in capital		6,413,915			6,413,915
Retained earnings		12,392,436			12,214,751
Treasury stock at cost: 23,436 shares		(645,938	)		(645,938	)
Accumulated other comprehensive income		113,328			61,143
Total shareholders’ equity		34,947,408			34,717,538
Total liabilities and shareholders’ equity	$	318,259,753		$	306,179,789

See note to consolidated financial statements.

3.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended
	March 31,
	2004		2003
Interest income
Loans, including fees	$	2,992,946	$	3,173,099
Taxable securities		271,471		292,932
Non-taxable securities		400,618		483,777
Other		2,998		9,340
Total interest income		3,668,033		3,959,148
Interest expense
Deposits		834,830		1,027,368
Other		137,418		198,946
Total interest expense		972,248		1,226,314
Net interest income		2,695,785		2,732,834
Provision (credit) for loan losses		94,000		(71,000	)
Net interest income after provision for loan losses		2,601,785		2,803,834
Non-interest income
Service charges on deposit accounts		182,415		185,360
Gain on sale of securities		25,860		—
Trust and financial services		93,642		93,141
Other income		197,117		189,193
Total non-interest income		499,034		467,694
Non-interest expenses
Salaries and employee benefits		1,259,139		1,308,711
Occupancy expense		162,178		168,602
Equipment expense		125,640		129,034
State franchise tax		101,856		104,095
Professional and director fees		186,331		182,811
Other expenses		679,224		699,443
Total non-interest expenses		2,514,368		2,592,696
Income before income taxes		586,451		678,832
Federal income tax provision		65,000		81,000
Net income	$	521,451	$	597,832
Basic and diluted earnings per share	$	0.20	$	0.23

See note to consolidated financial statements.

4.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended
	March 31,
	2004			2003
Balance at beginning of period	$	34,717,538		$	33,742,284
Net income		521,451			597,832
Other comprehensive income, net of income tax		52,185			(24,543	)
Total comprehensive income		573,636			573,289
Issuance of 3,554 shares from treasury under dividend reinvestment program		—			59,106
Purchase of 1,002 treasury shares		—			(18,035	)
Cash dividends declared, $0.13 per share in 2004, $0.12 per share in 2003		(343,766	)		(315,937	)
Balance at end of period	$	34,947,408		$	34,040,707

See note to consolidated financial statements.

5.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
	2004			2003
Net cash from operating activities	$	(85,799	)	$	442,001
Cash flows from investing activities
Securities available-for-sale
Proceeds from maturities, calls, and repayments		8,326,348			10,597,000
Proceeds from sales		666,696			—
Purchases		(22,997,891	)		(8,339,602	)
Securities held to maturity
Proceeds from maturities, calls and repayments		2,087,000			1,565,000
Purchases					—
Net change in loans		(5,059,423	)		(9,083,786	)
Premises and equipment expenditures		(146,621	)		(57,348	)
Net cash from investing activities		(17,123,891	)		(5,318,736	)
Cash flows from financing activities
Net change in deposits		(9,490,970	)		(6,359,043	)
Net change in securities sold under repurchase agreements		672,092			(1,172,156	)
Net change in federal funds purchased		11,100,000			4,601,000
Proceeds from FHLB borrowings		10,000,000			—
Principal payments on FHLB borrowings		(291,362	)		(335,425	)
Purchase of treasury shares		—			(18,035	)
Cash dividends paid		(317,322	)		(203,920	)
Net cash from financing activities		11,672,438			(3,487,579	)
Net change in cash and cash equivalents		(5,537,252	)		(8,364,314	)
Cash and cash equivalents at beginning of period		17,201,381			22,564,696
Cash and cash equivalents at end of period	$	11,664,129		$	14,200,382
Supplemental disclosures
Interest paid	$	983,040		$	1,206,156
Income taxes paid		150,000			—

See note to consolidated financial statements.

6.

CSB BANCORP, INC.

NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include accounts of CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank (together referred to as the “Company” or “CSB”). All significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company’s financial position at March 31, 2004, and the results of operations and changes in cash flows for the periods presented have been made.

Certain information and footnote disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The Annual Report for CSB for the year ended December 31, 2003, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements. The results of operations for the period ended March 31, 2004, are not necessarily indicative of the operating results for the full year or any future interim period.

7.

CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc. (the Company) at March 31, 2004, compared to December 31, 2003, and the consolidated results of operations for the quarterly period ending March 31, 2004 compared to the same period in 2003. The purpose of this discussion is to provide the reader with a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and related footnotes.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates”, “plans”, “expects”, “believes”, and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.

The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

Total assets were $318.3 million at March 31, 2004, compared to $306.2 million at December 31, 2003, representing an increase of $12.1 million or 3.9%. Cash and cash equivalents decreased $5.5 million, or 32.2%, during the quarter, including a $4.7 million decrease in federal funds sold. Total securities increased approximately $12.0 million, or 17.8 %, during the quarter. Since one of the primary functions of the securities portfolio is to provide a source of liquidity, it is structured such that securities maturities and cash flows satisfy the Company’s liquidity needs and asset-liability management requirements.

The decrease in cash and cash equivalents, as well as the increase in federal funds purchased, were used to fund cash outflows for deposit withdrawals, as deposits decreased $9.5 million, or 3.8%, during the quarter. The Bank has historically experienced an outflow of deposit funds during the first quarter of the year, partially due to the slowdown in tourism. The Bank had $11.1 million of federal funds purchased at March 31, 2004 (none at December 31, 2003). Federal

8.

CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

funds purchased were used as a source to fund loan growth, as well as run off of certain interest-bearing deposits.

The increase in the investment portfolio was a result of a $10 million leverage program with the Company purchasing U.S. Agencies funded by Federal Home Loan Bank borrowings in March 2004. Management has determined any offset on interest rate risk as a result of the mismatch of maturities will be minimal and is compensated for in the current spread.

Net loans increased $5.0 million, or 2.4% from December 31, 2003, to $215.8 million at March 31, 2004. The loan growth in the first quarter of 2004 was primarily due to a $3.2 million increase in commercial and commercial real estate loans and a $2.3 million increase in mortgage and home equity loans. The allowance for loan losses amounted to $2.5 million, or 1.12% of total loans, at March 31, 2004, compared to $2.5 million, or 1.15% of total loans at December 31, 2003. The components of the change in the allowance for loan loss during the quarter ended March 31, 2004, included a loan loss provision of $94,000 and net loan charge-offs of $100,000. Loans past due more than 90 days and still accruing interest and loans placed on nonaccrual status, aggregated approximately $728,000, or 0.33% of total loans at March 31, 2004, compared to $1.3 million, or 0.63% of loans at December 31, 2003.

At March 31, 2004, the ratio of net loans to deposits was 90.1%, compared to 84.7% at the end of 2003. The increase in this ratio is due to deposit shrinkage normally experienced during the first quarter along with the loan growth during the three months ended March 31, 2004.

Total shareholders’ equity increased to $34.9 million, or 11.0% of total assets, primarily due to year-to-date net income of $521,000, less the dividend declared of $344,000. The Company and its subsidiary met all applicable regulatory capital requirements at March 31, 2004.

RESULTS OF OPERATIONS

Net income for the quarter ending March 31, 2004, was $521,000, or $0.20 per share, as compared to $598,000, or $0.23 per share during the same period in 2003, a decrease of $77,000, or 12.9%. The decrease was primarily due to a $94,000 provision for loan loss for the first three months of 2004 compared to a $71,000 credit for loan losses in the same period last year. Other changes included a $37,000 (1.4%), decrease in net interest income, a $78,000 (3.0%) decrease in non-interest expenses, and a $31,000 (6.7%) increase in non-interest income. The increase in non-interest income was primarily a result of a $26,000 gain on sale of securities in the first quarter of 2004.

9.

CSB BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest income for the quarter ended March 31, 2004 was $3.7 million, a decrease of $291,000, or 7.4%, over the same period last year. Interest and fees on loans decreased $180,000, or 5.7%. Interest on taxable securities decreased $21,000, or 7.3%, while interest on non-taxable securities decreased $83,000, or 17.2%. The average balance of non-taxable securities decreased $6.0 million during the first quarter of 2004. Other interest income decreased $6,000, or 67.9%, due to liquidation of federal funds sold to fund loan portfolio growth and deposit shrinkage.

Interest expense decreased $254,000, or 20.7%, to $972,000 for the quarter ended March 31, 2004, compared to $1.2 million for the quarter ended March 31, 2003. Interest expense on deposits decreased $193,000, or 18.7%, from the same period as last year. This decrease was primarily due to a decrease of 40 basis points in the average cost of deposits.

A provision for loan losses of $94,000 was recorded during the first quarter of 2004 compared to a credit of $71,000 in the first quarter of the prior year. The provision is determined based on management’s analysis of the Allowance for Loan Losses, including, but not limited to, loan growth, delinquencies, trends, and classified loans. The credit in 2003 was due to the payoff of classified assets.

Non-interest expenses decreased $78,000, or 3.0%, for the three months ended March 31, 2004, compared to the same period in 2003. Salaries and employee benefits decreased $50,000, or 3.8%; occupancy expense decreased $6,000, or 3.8%; professional and director fees increased $4,000, or 1.9%; and other expenses decreased $20,000, or 2.9%. The provision for income taxes was $65,000 during the first quarter of 2004, as compared to a provision of $81,000 for the first quarter of 2003.

10.

CSB BANCORP, INC.

ITEM 3 — QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the quantitative and qualitative disclosures about market risks as of March 31, 2004 from that presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Management performs a quarterly analysis of the Company’s interest rate risk. All positions are currently within the Board-approved policy limits.

ITEM 4 — CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

With the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Company and its consolidated subsidiary is made known to them, particularly during the period for which our periodic reports, including this Quarterly Report on Form 10-Q, are being prepared.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no significant changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

11.

CSB BANCORP, INC.
FORM 10-Q
Quarter ended March 31, 2004

PART II – OTHER INFORMATION

Item 1 — Legal Proceedings:

There are no matters required to be reported under this item.

Item 2 — Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities:

There are no matters required to be reported under this item.

Item 3 — Defaults Upon Senior Securities:

There are no matters required to be reported under this item.

Item 4 — Submission of Matters to a Vote of Security Holders:

There are no matters required to be reported under this item.

Item 5 — Other Information:

There are no matters required to be reported under this item.

Item 6 — Exhibits and Reports on Form 8-K:

(a) Exhibits:

Exhibit
Number	Description of Document
3.1	Amended Articles of Incorporation of CSB Bancorp, Inc. (incorporated by reference to Registrant’s 1994 Form 10-KSB)
3.1.1	Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to Registrant’s 1998 Form 10-K)
3.2	Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form 10-SB)
11	Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)
31.1	Rule 13a-14(a)/15d-14(a) CEO’s Certification
31.2	Rule 13a-14(a)/15d-14(a) CFO’s Certification
32.1	Section 1350 CEO’s Certification

12.

CSB BANCORP, INC.

Exhibit
Number	Description of Document
32.2	Section 1350 CFO’s Certification
(b)	Reports on Form 8-K:
	Form 8-K dated January 23, 2004, containing a press release announcing the Company’s unaudited financial results for the year ended December 31, 2003.
	Form 8-K dated January 27, 2004, containing a quarterly report to shareholders that included financial statements for the period ended December 31, 2003.
	Form 8-K dated March 26, 2004 containing a press release announcing the quarterly dividend.

13.

CSB BANCORP, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CSB BANCORP, INC.
	(Registrant)
Date: May 14, 2004	/s/ John J. Limbert
	John J. Limbert
	President
	Chief Executive Officer
Date: May 14, 2004	/s/ A. Lee Miller
	A. Lee Miller
	Senior Vice President
	Chief Financial Officer

14.

CSB BANCORP, INC.

Index to Exhibits

Exhibit		Sequential
Number	Description of Document	Page
11	Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)		16
31.1	Rule 13a-14(a)/15d-14(a) CEO’s Certification		17
31.2	Rule 13a-14(a)/15d-14(a) CFO’s Certification		19
32.1	Section 1350 CEO’s Certification		21
32.2	Section 1350 CFO’s Certification		22

15.

EX-11

CSB BANCORP, INC.
EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

	Three Months Ended
	March 31,
	2004		2003
Basic Earnings Per Share
Net income	$	521,451	$	597,832
Weighted average common shares		2,644,350		2,633,233
Basic Earnings Per Share	$	.20	$	0.23
Diluted Earnings Per Share
Net income	$	521,451	$	597,832
Weighted average common shares		2,644,350		2,633,233
Weighted average effect of assumed stock options		3,726		4,072
Total		2,648,076		2,637,305
Diluted Earnings Per Share	$	0.20	$	0.23

16.

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

President and Chief Executive Officer

I, John J. Limbert, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

17.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2004 /s/ John J. Limbert
John J. Limbert
President and
Chief Executive Officer

18.

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

Senior Vice President and Chief Financial Officer

I, A. Lee Miller, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

19.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2004 /s/ A. Lee Miller
A. Lee Miller
Senior Vice President and
Chief Financial Officer

20.

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

In connection with the quarterly report of CSB Bancorp, Inc. (the “Company”) on Form 10-Q for the three-month period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Limbert, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 14, 2004 /s/ John J. Limbert
John J. Limbert
President and
Chief Executive Officer

*This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

21.

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION

In connection with the quarterly report of CSB Bancorp, Inc. (the “Company”) on Form 10-Q for the three-month period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. Lee Miller, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2004 /s/ A. Lee Miller
A. Lee Miller
Senior Vice President and
Chief Financial Officer

*This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

22.