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 part 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 BSCs 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 be 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 shall 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.

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