Affiliation Agreement

AFFILIATION AGREEMENT

This Affiliation Agreement (" Agreement" ) dated as of December 9, 2002 is entered into by and between Wayne Bancorp, Inc., a corporation organized and existing under the corporation laws of the State of Ohio with its principal office located in Wooster, Ohio (" Wayne" ), and Banc Services Corp., a corporation organized and existing under the corporation laws of the State of Ohio, with its principal office located in Orrville, Ohio (" BSC" ).

W I T N E S S E T H :

WHEREAS, Wayne and BSC are registered bank holding companies under the Bank Holding Company Act of 1956, as amended, and Wayne and BSC desire to effect a merger under the authority and provisions of the corporation laws of the State of Ohio pursuant to which at the Effective Time (as herein defined in Article IX) BSC will be merged into Wayne, with Wayne to be and become the surviving corporation (the " Merger" );

WHEREAS, BSC owns all of the outstanding stock of The Savings Bank and Trust Company, an Ohio state-chartered bank (the " Subsidiary" ), and, immediately following the consummation of the Merger, Chippewa Valley Bank, a wholly-owned bank subsidiary of Wayne (" Chippewa" ), will be merged with the Subsidiary with Chippewa surviving under the name " The Savings Bank and Trust Company" ;

WHEREAS, under the terms of this Agreement, each of the issued and outstanding common shares, no par value, of BSC (" BSC Common Stock" ) issued and outstanding immediately prior to the Effective Time will, at the Effective Time, be canceled and extinguished and in substitution therefor such BSC Common Stock will, at the Effective Time, be converted into common shares, without par value, of Wayne (" Wayne Common Stock" ), and cash, all as more fully provided in this Agreement; and

WHEREAS, the parties to this Agreement intend that the Merger qualify as a " reorganization" within the meaning of Section 368(a)(1)(A) and related provisions of the Internal Revenue Code of 1986, as amended (the " Code" ).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Wayne and BSC agree together as follows:

ARTICLE I
MODE OF EFFECTUATING CONVERSION OF SHARES

1.1

Merger. Upon the terms and conditions set forth in the Agreement, BSC shall be merged with and into Wayne.

1.2

Effect of Merger on Wayne Common Stock. At the Effective Time, all of the shares of Wayne Common Stock that are issued and outstanding or held by Wayne as treasury shares immediately prior to the Effective Time will remain unchanged and will remain outstanding or as treasury shares, as the case may be, of the surviving corporation. Any stock options, subscription rights, warrants or other securities outstanding immediately prior to the Effective Time, entitling the holders to subscribe for the purchase of any shares of the capital stock of Wayne, will remain unchanged and will remain outstanding, with the holders thereof entitled to subscribe for, purchase or convert their securities into the number of shares of Wayne Common Stock to which they are entitled under the terms of the governing documents.

1.3

Consideration and Share Exchange.

1.3.1

At the Effective Time, each of the shares of BSC Common Stock that is issued and outstanding immediately prior to the Effective Time will, when the Merger becomes effective, be converted by virtue of the Merger and without further action, into 1.325 shares of Wayne Common Stock, subject to adjustment for a stock dividend to be paid on December 27, 2002 (the " Exchange Ratio" ), or cash in lieu thereof for fractional shares , if any, and $14.40 (the " Merger Cash Component" ) in cash (the Exchange Ratio, cash in lieu of fractional shares and the Merger Cash Component together comprise the " Merger Consideration" ), subject to the termination provisions set forth in Article VII below. The amount of cash payable with respect to any fractional share of Wayne Common Stock shall be determined by multiplying the fractional p art of such share by the Closing Value. The " Closing Value" shall mean the 4:00 p.m. Eastern Time closing price per share of Wayne Common Stock on the Nasdaq SmallCap Market on the Closing Date. In addition, if the Effective Time has not occurred by June 30, 2003, the Merger Consideration shall include as part of the Merger Cash Component, on a per share basis, an amount equal to the product of $13,818,628 multiplied by 4.25% and then divided by a fraction, the numerator of which shall be the number of days between the Effective Time and June 30, 2003 and the denominator of which shall be 365. At the Effective Time, all shares of BSC Common Stock held in treasury will be canceled and terminated and will not be converted into shares of Wayne Common Stock.

1.3.2

At the Effective Time, subject to the termination provisions set forth in Article VII below, each award, option, or other right to purchase or acquire shares of BSC Common Stock pursuant to stock options (" BSC Rights" ) granted by BSC under The Savings Bank & Trust Company 2000 Stock Incentive Plan (the " Stock Plan" ), which is outstanding at the Effective Time, all of which shall be accelerated to be immediately vested and exercisable, shall be converted into and become options with respect to Wayne Common Stock, and Wayne shall assume each BSC Right, in accordance with the terms of the Stock Plan and stock option agreement by which the BSC Right is evidenced, except from and after the Effective Time: (i) Wayne and its Board of Directors or Compensation Committee shall be substituted for the Committee of BSC' s Board of Directors (including, if applicable, the entire Board of Directors of BSC) administering such Stock Plan, (ii) each BSC Right assumed by Wayne may be exercised solely for shares of Wayne Common Stock, (iii) the number of shares of Wayne Common Stock subject to each such BSC Right shall be equal to the whole number of shares of Wayne Common Stock (omitting any fractional share) determined by multiplying the number of shares of BSC Common Stock subject to such BSC Right immediately prior to the Effective Time by the sum (to the nearest ten thousandth of a share, the " Option Conversion Ratio" ) of (A) the Exchange Ratio plus (B) the result obtained by dividing the Merger Cash Component by the Closing Value, and (iv) the per share exercise price under each such BSC Right shall be adjusted by dividing the per share exercise price under each such BSC Right by the Option Conversion Ratio. In addition, notwithstanding the foregoing, each BSC Right which is an " incentive stock option" shall b e adjusted as required by Section 424 of the Code so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Code. Wayne agrees to take all reasonable steps which are necessary to effectuate the foregoing provisions of this Section.

The grants pursuant to the Stock Plan shall continue in effect on the terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger) and subject to the covenants set forth in Article VI below. Wayne shall take all reasonable steps to comply with the terms of the Stock Plan to ensure, to the extent reasonably required by, and subject to the provisions of, the Stock Plan, the BSC Rights which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. At or prior to the Effective Time, Wayne shall take all corporate action necessary to reserve for issuance sufficient shares of Wayne Common Stock for delivery upon exercise of BSC Rights assumed by Wayne in accordance with this Section. As soon as practicable after the Effective Time, Wayne sh all file with the SEC, if required by applicable laws or regulations, a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or appropriate forms), with respect to shares of Wayne Common Stock subject to the BSC Rights assumed by Wayne in accordance with this Section and shall use its reasonable efforts to maintain the effectiveness of such registration statements and maintain the current status of the prospectus or prospectuses contained therein, as well as comply with any applicable state securities or " blue sky" laws, for so long as such options remain outstanding.

1.4

Effect of Merger on BSC Common Stock. At the Effective Time, all of the shares of BSC Common Stock, whether issued or unissued (including treasury shares), will be canceled and extinguished and the holders of certificates for shares thereof shall cease to have any rights as shareholders of BSC, except as aforesaid, their sole rights as shareholders shall pertain to the Wayne Common Stock, cash and cash in lieu of fractional shares, if any (as described above), into which their BSC Common Stock shall have been converted by virtue of the Merger.

1.5

Exchange Procedure. After the Effective Time, each holder of a certificate or certificates for shares of BSC Common Stock, upon surrender of the same duly transmitted to Registrar and Transfer Company, as Exchange Agent (or in lieu of surrendering such certificates in the case of lost, stolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by Registrar and Transfer Company), shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Wayne Common Stock into which such holder' s shares of BSC Common Stock shall have been converted by the Merger pursuant to the Merger Consideration. As soon as practicable after the Effective Time, the Exchange Agent will send a notice and transmittal form to each BSC shareholder of record at the Ef fective Time advising such shareholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing BSC Common Stock in exchange for the Merger Consideration. Until so surrendered, each outstanding certificate that prior to the Effective Time represented shares of BSC Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of full shares of Wayne Common Stock into which the same shall have been converted; provided, however, that dividends or distributions otherwise payable with respect to shares of Wayne Common Stock into which BSC Common Stock shall have been so converted shall be paid with respect to such shares only when the certificate or certificates evidencing shares of BSC Common Stock shall have been so surrendered (or in lieu of surrendering such certificates in the case of lost, stolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by Exchange Agent) and thereupon any such dividends and distributions shall be paid, without interest, to the holder entitled thereto subject however to the operation of any applicable escheat or similar laws relating to unclaimed funds.

1.6

Consummation of the Merger. When all necessary documents have been filed and recorded in accordance with the laws of the State of Ohio, and the Merger becomes effective, the separate existence of BSC shall cease and BSC shall be merged with and into Wayne (which will be the " Surviving Corporation" ), and which shall continue its corporate existence under the laws of the State of Ohio under the name " Wayne Bancorp, Inc." When the Merger becomes effective, the Subsidiary will, by operation of law, become a wholly-owned subsidiary of Wayne. Immediately following the consummation of the Merger, Chippewa will be merged with the Subsidiary, with Chippewa continuing its corporate existence under the laws of the State of Ohio under the name " The Savings Bank and Trust Company" (referred to herein as the " Surviving Sub sidiary" ).

1.7

Articles of Surviving Corporation. The Articles of Incorporation of Wayne, as amended, as of the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, until further amended as provided by law.

1.8

Boards of Directors and Officers.

1.8.1

Prior to or concurrent with the Effective Time, Wayne undertakes to take such actions necessary to cause the Wayne Board of Directors to consist of fourteen members with two vacancies. The Board of Directors of Wayne who are in office at the Effective Time shall remain the directors of the Surviving Corporation, each of whom shall continue to serve as a Director for the term for which he or she was elected, subject to the Regulations of the Surviving Corporation and in accordance with law. Wayne and its Board of Directors shall undertake to appoint two members of BSC' s Board of Directors who shall be mutually identified by Wayne and BSC prior to Closing. The officers of Wayne who are in office at the time the Merger becomes effective shall be the officers of the Surviving Corporation, subject to the Regulations of the Surviving Corporat ion and in accordance with law. At the Effective Time, the size of the Board of Directors of the Surviving Subsidiary shall be increased to fifteen members and Wayne, as the sole shareholder of the Surviving Subsidiary, shall elect all of the existing members of the Chippewa Board of Directors and all of the existing members of the Subsidiary' s Board of Directors to the Surviving Subsidiary Board of Directors, the effect of which shall be the surviving Board of Directors consisting of both the Subsidiary Board members existing prior to the Merger combined with the Chippewa Board members existing prior to the Merger.

1.8.2

At the Effective Time of the Merger, Rod C. Steiger shall assume the position of President and Chief Executive Officer of the Surviving Subsidiary and Philip S. Swope shall assume the officer position of Chairman of the Surviving Subsidiary Board of Directors. Other officers of the Surviving Subsidiary shall be determined by the full Board of Directors following the Merger.

1.9

Regulations of Surviving Corporation. The Regulations of Wayne at the Effective Time shall be the Regulations of the Surviving Corporation, until amended as provided therein and in accordance with law.

1.10

Legal Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided by the applicable provisions of the laws of the State of Ohio. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time: the separate existence of BSC shall cease; Wayne shall possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of each of Wayne and BSC, and all obligations owing by or due each of Wayne and BSC shall be vested in, and become the obligations of, Wayne, without further act or deed, including, without limitation, all rights of creditors of each of Wayne and BSC shall be preserved unimpaired, and all liens upon the property of each of Wayne and BSC shall be preserved unimpaired, on only the property affected by such liens immediately prior to the Effective Time.

1.11

Cooperation. From time to time as and when requested by the Surviving Corporation, or by its successors or assigns, the officers and Directors of BSC in office at the Effective Time shall execute and deliver such instruments and shall take or cause to be taken such further or other action as shall be necessary in order to vest or perfect in the Surviving Corporation or to confirm of record or otherwise, title to, and possession of, all the assets, property, interests, rights, privileges, immunities, powers, franchises and authority of BSC and otherwise to carry out the purposes of this Agreement.

1.12

Filing of Merger Documents. This Agreement shall be filed (only if necessary) and recorded along with the Certificate of Merger in accordance with the requirements of the laws of the State of Ohio. This Agreement or other such instruments of merger shall not be filed with the Secretary of the State of Ohio until, but shall be filed promptly after, all of the conditions precedent to consummating the Merger as contained in Article V of this Agreement shall have been fully met or effectively waived. The filing of the instruments of merger necessary to effect the Merger of the Subsidiary with and into Chippewa shall be filed with the Ohio Division of Financial Institutions immediately following the consummation of the Merger.

1.13

Tax Effects of Merger. The Merger is a reorganization within the meaning of Section 368(a) of the Code, and the Agreement is intended to be a " plan of reorganization" within the meaning of the regulations promulgated under the Code and for purposes of Section 354 and 361 of the Code.

1.14

Dissenters Rights. Holders of Wayne Common Stock and BSC Common Stock shall be entitled to relief as dissenting shareholders pursuant to Section 1701.85 of the Ohio Revised Code.

1.15

Anti-Dilution. Upon the payment of the Wayne stock dividend on December 27, 2002, the Exchange Ratio will adjust to 1.391, which adjustment shall affect the share amounts set forth in Sections 1.3.1 and 1.3.2 above. Thereafter, in the event Wayne changes the number of shares of Wayne Common Stock issued and outstanding prior to the Effective Time, as a result of a stock split, stock dividend or similar recapitalization, and the record date thereof (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be prior to the Effective Time, the Exchange Ratio and the ratio in Section 1.3.2 shall be proportionately adjusted.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF BSC

BSC represents and warrants to Wayne that as of the date hereof or as of the indicated date, as appropriate, and except as otherwise disclosed in the BSC Disclosure Schedules (the " BSC Schedules" ) hereto delivered by BSC to Wayne in connection with the execution of this Agreement:

2.1

Good Standing; Capitalization.

2.1.1

BSC (i) is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Ohio and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) is duly authorized to conduct the business in which it is engaged; (iii) has 5 million shares of BSC Common Stock authorized pursuant to its Articles of Incorporation, which are the total number of shares BSC is authorized to have outstanding; (iv) has no outstanding securities of any kind, nor any outstanding options, warrants or other rights entitling another person to acquire any securities of BSC of any kind, other than (a) 959,627 shares of BSC Common Stock, which presently are authorized, duly issued and outstanding and fully paid and non-assessable as of December 5, 2002, and (b) options to purchase a total of 35,80 0 shares of BSC Common Stock as of December 5, 2002 which were granted to and are currently held by the employees, officers and Directors (and their heirs and assigns) of BSC and/or the Subsidiary or the Affiliates (as defined below); (c) owns of record and beneficially free and clear of all liens and encumbrances, all of the outstanding shares of the capital stock of the Subsidiary. BSC has no direct or indirect subsidiaries other than the Subsidiary and the Affiliates.

2.1.2

The Subsidiary is duly incorporated, validly existing and in good standing as an Ohio state-chartered bank and has all the requisite power and authority to conduct the business as now conducted by it; and the Subsidiary does not have any outstanding securities of any kind, nor any outstanding options, warrants or other rights entitling another person to acquire any securities of the Subsidiary of any kind, other than 100% of the common shares of the Subsidiary owned of record and beneficially by BSC. The Subsidiary owns of record and beneficially free and clear of all liens and encumbrances 100% of the outstanding common shares, no par value, of Access Financial Corporation, an Ohio corporation, and a 49% interest in SBT Title, LLC (together, the " Affiliates" ). The Subsidiary has no direct or indirect subsidiaries other than the A ffiliates.

2.2

Corporate Authority; Binding Obligation.

2.2.1

The Board of Directors of BSC, by resolution adopted by the unanimous vote of all Directors present at a meeting duly called and held in accordance with applicable law, have duly approved this Agreement, and have directed that this Agreement be submitted to a vote of BSC' s shareholders at the annual or a special meeting of the shareholders to be called for that purpose, all in accordance with and as required by law and in accordance with the Articles of Incorporation and Regulations of BSC.

2.2.2

BSC has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to certain required regulatory and shareholder approvals. The Agreement, when executed and delivered, will have been duly authorized and will constitute the valid and binding obligation of BSC, enforceable in accordance with its terms, except to the extent that (i) enforceability thereof may be limited by insolvency, reorganization, liquidation, bankruptcy, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the availability of certain remedies may be precluded by general principles of equity, subject, however, to the receipt of requisite regulatory approvals and the approval of BSC' s shareholders.

2.2.3

Except as disclosed in the BSC Schedules, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, (i) conflicts with, results in a breach of, violates or constitutes a default under, BSC' s Articles of Incorporation or Regulations or, to BSC' s knowledge, any federal, state or local law, statute, ordinance, rule, regulation or court or administrative order, or any agreement, arrangement, or commitment, to which BSC, the Subsidiary or the Affiliates are subject or bound; (ii) to the knowledge of BSC results in the creation of or gives any person the right to create any material lien, charge, encumbrance, or security agreement or any other material rights of others or other material adverse interest upon any material right, property or asset belonging to BSC, the Subsidiary or the Affiliates; (iii) ex cept as disclosed in the BSC Schedules, terminates or gives any person the right to terminate, amend, abandon, or refuse to perform any material agreement, arrangement or commitment to which BSC, the Subsidiary or the Affiliates are a party or by which BSC' s, the Subsidiary' s or the Affiliates' rights, properties or assets are subject or bound; or (iv) accelerates or modifies, or gives any party thereto the right to accelerate or modify, the time within which, or the terms according to which, BSC or the Subsidiary is to perform any duties or obligations or receive any rights or benefits under any material agreements, arrangements or commitments. For purposes of subparagraphs (iii) and (iv) immediately preceding, material agreements, arrangements or commitments exclude agreements, arrangements or commitments having a term expiring less than six months from the date of this Agreement or which do not require the expenditure of more than $5,000 over the term of the agreement, arrangement or commit ment (but shall include all agreements, arrangements or commitments pursuant to which credit has been extended by the Subsidiary).

2.3

Corporate Documents. Complete and accurate copies of the (i) Articles of Incorporation and Regulations of BSC and (ii) the Articles of Incorporation and Code of Regulations of the Subsidiary in force as of the date hereof have been delivered to Wayne.

2.4

Financial Statements. BSC has previously furnished to Wayne its unaudited, consolidated balance sheets and statements of operations as at September 30, 2002, and audited financial statements for the year ended December 31, 2001, together with the opinions of its independent certified public accountants associated therewith. BSC also has previously furnished to Wayne the Call Reports of the Subsidiary as filed with the Federal Deposit Insurance Corporation (FDIC) as of September 30, 2002 and December 31, 2001. BSC also has furnished to Wayne its audited, consolidated financial statements for the years ended December 31, 2000 and December 31, 1999, together with the opinions of BSC' s independent certified public accountants associated therewith. Such audited consolidated financial statements of BSC fairly present the consolidated financial condit ion of BSC as of the date thereof, and for the years or periods covered thereby in conformity with generally accepted accounting principles, consistently applied (except as stated therein and except for the omission of notes to unaudited statements and year-end adjustments to interim results). There are no known liabilities, obligations or indebtedness of BSC, the Subsidiary or the Affiliates required to be disclosed in the financial statements so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). BSC shall continue to furnish such financial information for subsequent monthly periods, to the extent available, and quarterly periods to Wayne as soon as practicable until the Closing Date (as defined herein).

2.5

Marketable Title. Except as disclosed in the BSC Schedules, BSC, the Subsidiary and the Affiliates have good and marketable title to all of the material properties and assets reflected in their respective separate statement of financial condition as at September 30, 2002, and which are still owned by each, and each has good and marketable title to all material properties and assets acquired by it after such date and still owned by it, subject to (i) any liens and encumbrances that do not materially adversely impair the use of the property, (ii) statutory liens for taxes not yet due and payable, and (iii) minor defects and irregularities in title that do not materially adversely impair the use of the property.

2.6

Absence of Material Changes. Except for events relating to the business environment in general, since September 30, 2002 to the date hereof, there have been no material adverse changes in the financial condition, operations or business of BSC, the Subsidiary and the Affiliates on a consolidated or separate basis; and BSC is not aware of any events which have occurred since September 30, 2002 to the date hereof which reasonably can be expected to result in any material adverse change in the financial condition, operations or business of BSC, the Subsidiary or the Affiliates on a consolidated or separate basis.

2.7

Absence of Litigation. There is no litigation nor actions, suits, proceedings, investigations or assessments of any kind pending, or to the knowledge of the chief executive officer and chief financial officer of BSC, threatened against BSC, the Subsidiary or the Affiliates which reasonably can be expected to result in any material adverse change in the financial condition, operations or business of BSC, the Subsidiary or the Affiliates on a consolidated or separate basis.

2.8

Extraordinary Transactions. Since September 30, 2002 to the date hereof, BSC, the Subsidiary and the Affiliates each has been operated in the ordinary course of business, has not made any changes in its respective capital or corporate structures, nor any material changes in its methods of business operations and has not provided any increases in employee salaries or benefits other than in the ordinary course of business. Except as disclosed in the BSC Schedules, since September 30, 2002 to the date hereof, BSC has not declared or paid any dividends nor made any distributions of any other kind to its shareholders.

2.9

Taxes. BSC, the Subsidiary and the Affiliates have timely filed all federal, state and local tax returns required to be filed (after giving effect to all extensions) by them, respectively, and have paid or provided for all tax liabilities shown to be due thereon or which have been assessed against them, respectively. All tax returns filed by BSC, the Subsidiary or the Affiliates through the date hereof constitute complete and accurate representations of the tax liabilities of BSC, the Subsidiary and the Affiliates for such years and accurately set forth all items (to the extent required to be included or reflected in such returns) relevant to its future tax liabilities, including the tax basis of its properties and assets in all material respects.

For purposes of this Section, the term " taxes" shall include all income, franchise, gross receipts, real and personal property, real proper ...