Contract

Exhibit 99.1

000 Xxxxx Xxxxx Xxxxx								614-766-1426
Suite 000								000-000-0000 (fax)
Xxxxxx, Xxxx 00000

September 24, 2007

Xx. Xxxxxxx X. Xxxxxxxxx

President and CEO

Century Bank

0000 Xxxx Xxxx

Xxxxx, XX 000000

Re: Conversion Valuation Agreement

Dear Xx. Xxxxxxxxx:

Xxxxxx & Company, Inc. (“Xxxxxx”) hereby proposes to prepare an independent pro forma valuation of Century Bank (“Century”) related to its stock offering and simultaneous acquisition of Liberty Bank NA (“Liberty”) of Twinsburg, Ohio.

Xxxxxx is a financial institution consulting firm, experienced in valuing and appraising financial institutions and financial institution holding companies, and regularly prepares thrift conversion appraisals related to standard conversions, minority offerings and second stage conversions, including transactions involving acquisitions, mergers and charitable foundations. Xxxxxx is an approved conversion appraiser for filings with the Office of Thrift Supervision (“OTS”), the Federal Reserve and the Federal Deposit Insurance Corporation, and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations.

Xxxxxx will prepare a written pro forma valuation report in a timely manner and in a format consistent with applicable regulatory guidelines promulgated by the OTS and recognized by other federal and state regulatory agencies. The appraisal report will provide a detailed description of Century, including its operations, financial condition, profitability, asset quality, rate sensitivity, liquidity, management and market area, including economic and demographic characteristics and trends. As part of the valuation process, Xxxxxx will conduct a due diligence review, examining pertinent documents and records relating to internal and external factors of Century and Liberty in the context of both their individual identities and the impact of the merger.

Analyses of other publicly-traded thrift institutions will be performed to select a comparable group, with adjustments applied based on Century’s characteristics relative to the comparable group, further recognizing the risk related to an initial public offering in the current environment.

Mr, Xxxxxxx X. Xxxxxxxxx

Century Bank

September 24, 2007

Page 2

In preparing its appraisal, Xxxxxx will rely on the information in the offering prospectus, including Century’s and Liberty’s audited and unaudited financial statements. Xxxxxx will also rely upon, and assume the accuracy and completeness of, financial and other information provided by Century, and Xxxxxx will not independently value the individual assets and liabilities of Century or Liberty.

Among other factors, Xxxxxx will consider the following: Historical and current operating performance and financial condition of Century and Liberty, Century’s and Liberty’s business plans, including operating strategies and projections and the impact of the stock offering and the merger on the combined institution’s capital position and earnings potential; the economic and demographic characteristics and trends in Century’s and Liberty’s market areas; pertinent historical financial and other information relating to Century and Liberty, the merger agreement, including the price per share, management and board issues and other terms; the proposed dividend policy, the elements of the benefit plans established; and the trading market for securities of comparable institutions and general conditions in the market for such securities.

Xxxxxx will assist Century’s auditor, counsel and management in determining the appropriate purchase accounting adjustments and operating synergies related to the merger, which will be reflected in the appraisal. The appraisal will opine a valuation range and will specify a midpoint value recognizing the merger and the price per share established by Century’s Board of Directors. Subject to regulatory, legal and management requirements, as well as market conditions, the appraisal report might be updated or amended prior or subsequent to the filing. Subsequent to the completion of the effective subscription period and prior to the closing of the conversion and merger transactions, Xxxxxx will perform a final update of the appraisal pursuant to regulatory requirements.

Century agrees, by the acceptance of this proposal, to indemnify and hold harmless Xxxxxx and its principals, officers, employees and agents in connection with the services to be provided hereunder from and against any and all claims, losses, damages and liabilities, including reasonable legal fees, related to or arising out of any misstatement or untrue statement of a material fact, or by an intentional omission, by Century or its officers, employees, directors or agents in information provided to Xxxxxx, except where Xxxxxx or its principals, officers, employees or agents have been negligent as determined by a court of competent jurisdiction. Xxxxxx agrees to indemnify and hold harmless Century and its officers, employees, directors and agents in connection with the services to be provided hereunder from and against any and all claims, losses, damages and liabilities, including reasonable legal fees, based on the negligence or willful misconduct of Xxxxxx and its principals, officers, employees and agents.

Upon the completion of the conversion appraisal, Xxxxxx will make a presentation to the Board of Directors of Century to review the format, content, assumptions and findings of the appraisal. A written outline and summary will be provided to each board member as part of the presentation.

Xx. Xxxxxxx X. Xxxxxxxxx

Century Bank

September 24, 2007

Page 3

Century agrees to pay Xxxxxx a fixed fee $65,000 for its preparation and submission of the appraisal, plus reimbursable expenses not to exceed $5,000. Such fee will include the preparation of one valuation update or amendment. Each additional valuation update or amendment will be subject to a fee of $3,000. Upon the acceptance of this proposal, Xxxxxx will be paid a retainer of $5,000 to be applied to the total appraisal fee of $65,000, the balance of which will be payable at the time of the completion of the appraisal.

This proposal will be considered accepted upon the execution of the two enclosed counterparts of this agreement and the return of one executed counterpart to Xxxxxx, accompanied by the specified retainer. Upon such acceptance, this proposal will constitute the entire agreement and understanding between the parties with respect to the subject matter herein and will be construed in accordance with the laws of the state of Ohio.

Thank you for your consideration. We look forward to working with you on this transaction.

Sincerely,

XXXXXX & COMPANY, INC.

By:		/s/ Xxxx X. Xxxxxxx
		Xxxx X. Xxxxxxx
		Vice President
ACCEPTED AND AGREED:
CENTURY BANK
By:		/s/ Xxxxxxx X. Xxxxxxxxx				Date:		10/26/07
		Xxxxxxx X. Xxxxxxxxx
		President and CEO