As filed with the Securities and Exchange Commission on February 6, 2008

Registration No. 333-148250

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO THE

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENTURY COMMERCIAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

6035

Applied For

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1640 Snow Road

Parma, Ohio 44134

(216) 351-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jeffrey J. Calabrese

President and Chief Operating Officer

1640 Snow Road

Parma, Ohio 44134

(216) 351-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

James S. Fleischer, P.C.

Martin L. Meyrowitz, P.C.

Silver, Freedman & Taff, L.L.P.

3299 K Street, N.W., Suite 100

Washington, D.C. 20007

(202) 295-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	4,988,313 shares	$10.00(2)	$49,883,130(3)	(4)
401(k) Plan Participation Interests	(5)	—	$995,000	(6)


(1)		Includes 3,041,750 shares to be offered for sale in the stock offering and 1,946,563 shares to be issued to shareholders of Liberty Bank, N.A.
(2)		Shares to be sold in the conversion and shares to be issued to shareholders of Liberty Bank, N.A. have a maximum offering price per share of $10.00, calculated in accordance with Rule 457(f) of the Securities Act of 1933, as amended.
(3)		Estimated solely for the purpose of calculating the registration fee.
(4)		Previously paid.
(5)		The securities of Century Commercial Bancorp, Inc. to be purchased by the Century Bank 401(k) Retirement Savings Plan (the “401(k) Plan”) are included in the amount of shares of common stock being registered.
(6)		The $995,000 of participation interests to be registered are based on the projected assets of the 401(k) Plan available to purchase shares in the offering. Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no additional fee is required with respect to the registration of the interests of participants in the 401(k) Plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS SUPPLEMENT

CENTURY COMMERCIAL BANCORP, INC.

LOGO

CENTURY BANK 401(k) RETIREMENT SAVINGS PLAN

This Prospectus Supplement relates to the election by participants in the Century Bank 401(k) Retirement Savings Plan to direct the plan trustee to invest all or a portion of their funds in the plan in the common stock of Century Commercial Bancorp, Inc. The Century Bank 401(k) Retirement Savings Plan is referred to in this Prospectus Supplement as the “401(k) Plan.”

The common stock of Century Commercial Bancorp, Inc. may be purchased through an additional investment option called the Century Commercial Bancorp, Inc. Employer Stock Fund, sometimes referred to in this Prospectus Supplement as the “Employer Stock Fund.” The interests offered under this Prospectus Supplement are conditioned on the completion of the initial public offering of Century Commercial Bancorp, Inc., which is referred to in this Prospectus Supplement as the “Stock Offering.” Your investment in the Employer Stock Fund in connection with the Stock Offering is also governed by the purchase priorities contained in Century Commercial Bancorp, Inc.’s Plan of Conversion. The 401(k) Plan permits you, as a participant, to direct the trustee of the Employer Stock Fund to purchase Century Commercial Bancorp, Inc. common stock with amounts in the 401(k) Plan attributable to your accounts. This Prospectus Supplement relates solely to the initial election of a participant to direct the purchase of Century Commercial Bancorp, Inc. common stock in the Stock Offering and not to any future purchases under the 401(k) Plan or otherwise.

The Prospectus of Century Commercial Bancorp, Inc. dated February , 2008, which is being delivered with this Prospectus Supplement, includes detailed information with respect to Century Commercial Bancorp, Inc., the Stock Offering, Century Commercial Bancorp, Inc. common stock and the financial condition, results of operations and business of Century Commercial Bancorp, Inc. and Century Bank. This Prospectus Supplement, which provides detailed information with respect to the 401(k) Plan, should be read only in conjunction with that Prospectus.

For a discussion of certain factors that you should consider before investing, in stock

of Century Commercial Bancorp, Inc., see “Restrictions on Resale” at page in

this Prospectus Supplement and “Risk Factors” beginning on page in the

Prospectus.

The securities offered hereby are not deposits or accounts and are not federally insured or guaranteed.

The securities offered hereby have not been approved or disapproved by the Securities and Exchange Commission, the Office of Thrift Supervision, or any state securities commission or agency, nor have these agencies passed upon the accuracy or adequacy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.

This Prospectus Supplement contains information you should consider when making your investment decision. You should rely only on the information provided in this Prospectus Supplement. Century Commercial Bancorp, Inc. has not authorized anyone else to provide you with different information. Century Commercial Bancorp, Inc. is not making an offer of its common stock in any state where an offer is not permitted. The information in this Prospectus Supplement is accurate only as of the date of this Prospectus Supplement, regardless of the time of delivery of this Prospectus Supplement or any sale of Century Commercial Bancorp, Inc. common stock.

The date of this Prospectus Supplement is February , 2008.

TABLE OF CONTENTS


THE OFFERING		1
Election to Purchase Century Commercial Bancorp, Inc. Common Stock in the Stock Offering		1
Securities Offered		1
Method of Directing the Transfer of Funds to Purchase Shares		2
Deadline for Directing Transfer of Funds		2
Irrevocability of Transfer Direction		2
Subsequent Elections		2
Purchase Price of Century Commercial Bancorp, Inc. Common Stock		2
Nature of a Participant’s Interest in Century Commercial Bancorp, Inc. Common Stock		2
Voting and Tender Rights of Century Commercial Bancorp, Inc. Common Stock		3

DESCRIPTION OF THE 401(k) PLAN		3
Introduction		3
Eligibility and Participation		3
Contributions Under the 401(k) Plan		3
Limitations on Contributions		4
Vesting		5
Investment of Contributions		6
Financial Data		9
Administration of the 401(k) Plan		11
Benefits Under the 401(k) Plan		11
Withdrawals and Distributions from the 401(k) Plan		11
Reports to 401(k) Plan Participants		12
Amendment and Termination		12
Federal Income Tax Consequences		12
ERISA and Other Qualifications		13
Restrictions on Resale		13
Securities and Exchange Commission Reporting and Short-Swing Profit Liability		14

LEGAL OPINIONS		14

ELECTION FORM		A-1

- i -

THE OFFERING

Election to Purchase Century Commercial Bancorp, Inc. Common Stock in the Stock Offering

In connection with the Stock Offering, the 401(k) Plan will permit each participant who is actively employed by Century Bank or an affiliate on December 31, 2007, and who has an account balance under the 401(k) Plan of at least $250, to direct that all or part of the funds in his or her accounts under the 401(k) Plan be transferred to the Century Commercial Bancorp, Inc. Employer Stock Fund and used to purchase Century Commercial Bancorp, Inc. common stock. The trustee of the Employer Stock Fund will follow the participants’ directions to purchase the common stock in the Stock Offering to the extent provided in our Plan of Conversion. Funds in the 401(k) Plan that you do not want to be used to purchase Century Commercial Bancorp, Inc. common stock will remain invested in accordance with your investment instructions in effect at the time.

Respective purchases by the 401(k) Plan in the Stock Offering will be counted as purchases by the individual participants at whose election they are made and will be subject to the purchase limitations applicable to the individual, rather than being counted in determining the maximum amount that Century Commercial Bancorp, Inc.’s tax-qualified employee plans (as defined in the Prospectus) may purchase in the aggregate. See “The Conversion and Stock Offering - Limitations on Purchase of Shares” in the Prospectus.

All plan participants who are actively employed by Century Bank or an affiliate on December 31, 2007, and who have an account balance under the 401(k) Plan of at least $250, are eligible to direct a transfer of funds to the Century Commercial Bancorp, Inc. Employer Stock Fund. However, these directions are subject to the terms of our Plan of Conversion. In the event the Stock Offering is oversubscribed, orders placed in the subscription offering will be filled before those placed in the community offering. Your order will be treated in the subscription offering if you are an eligible account holder, supplemental eligible account holder or other member. An eligible account holder is a depositor whose deposit account(s) totaled $50.00 or more on September 30, 2006. A supplemental eligible account holder is a depositor whose deposit account(s) totaled $50.00 or more on December 31, 2007. An other member is a depositor whose deposit account(s) totaled $50.00 or more on January 31, 2008, or a borrower as of July 10, 1989 whose loans continued to be outstanding as of January 31, 2008. If you do not fall into one of the above subscription offering categories, your order will be treated in the community offering.

If we receive orders for more shares than are to be sold in the Stock Offering, shares will be allocated to subscribers in the order described above. In that case, as a result of the allocation, the trustee for the 401(k) Plan may not be able to purchase any or all of the common stock you request. The trustee would purchase in the Stock Offering as many shares as it is able and would allocate those shares to each participant’s account based on the purchase priorities contained in our Plan of Conversion and outlined above.

Securities Offered

The securities offered in connection with this Prospectus Supplement are participation interests in the 401(k) Plan. A total of 3,041,750 shares are being offered of our common stock. Century Commercial Bancorp, Inc. is the issuer of the common stock and only the employees of Century Commercial Bancorp, Inc. and Century Bank may participate in the 401(k) Plan at this time. Information relating to the 401(k) Plan is contained in this Prospectus Supplement and information relating to Century Commercial Bancorp, Inc., the Stock Offering and the financial condition, results of operations and business of Century Commercial Bancorp, Inc. and Century Bank is contained in the Prospectus delivered with this Prospectus Supplement. The address of the corporate headquarters of Century Bank is 1640 Snow Road, Parma, Ohio 44134, and our telephone number is (216) 351-7000. As of February 4, 2008, the market value of the assets of the 401(k) Plan equaled approximately $995,205. The plan administrator has informed each participant of the value of his or her beneficial interest in the 401(k) Plan. The value of 401(k) Plan assets represents past contributions to the 401(k) Plan on each participant’s behalf, plus or minus earnings or losses on the contributions, less previous withdrawals.

Method of Directing the Transfer of Funds to Purchase Shares

An Investment Election Form is included with this Prospectus Supplement. If you wish to direct some or all of your beneficial interest in the assets of the 401(k) Plan into the Employer Stock Fund to purchase Century Commercial Bancorp, Inc. common stock during the Stock Offering, you should indicate that decision by completing the Investment Election Form. If you do not wish to purchase stock in the stock offering, you do not need to take any action. If you have questions about completing the form call at .

Deadline for Directing Transfer of Funds

The deadline for submitting a direction to transfer amounts to the Employer Stock Fund in order to purchase Century Commercial Bancorp, Inc. common stock during the Stock Offering through your 401(k) Plan is , 2008. Your completed Investment Election Form must be returned to , Vice President, at our corporate headquarters to be received by [him/her] no later than :00 .m. Eastern time on that date.

How to Use Plan Funds and Funds Held Outside the Plan to Invest in the Offering

Accompanying this prospectus supplement is an investment election form attached as Annex A. The investment election form will enable you to direct that all or a portion of your beneficial interest in the Plan be used to invest in the common stock of Century Commercial Bancorp, Inc. If you wish to invest all or part of your beneficial interest in the assets of the Plan in Century Commercial Bancorp’s common stock during the offering, you should complete the investment election form and return it to no later than 12:00 PM on . In order to purchase shares outside the Plan (in your name or through an IRA) you must complete and return a stock order form, along with payment by check or by authorizing a withdrawal from your Century Commercial Bancorp Bank deposit account(s) to be received by the Stock Information Center no later than 12:00 Noon, Eastern time, on , 2008.

Irrevocability of Transfer Direction

Once received in proper form, your executed Investment Election Form may not be modified, amended or revoked without our consent unless the Stock Offering has not been completed within 45 days after the end of the subscription offering. See also “Investment of Contributions – Century Commercial Bancorp, Inc. Common Stock Investment Election Procedures” below.

Subsequent Purchases

After the Stock Offering, you will continue to be able to direct the investment of past balances and current contributions in the investment options available under the 401(k) Plan, including the Employer Stock Fund. The percentage invested in any option must be a whole percent. The allocation of your interest in the various investment options offered under the 401(k) Plan may be changed daily. Special restrictions may apply to transfers directed to or from the Employer Stock Fund by those participants who are our executive officers and principal shareholders and are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. In addition, executive officers of Century Commercial Bancorp, Inc. and Century Bank will not be able to transfer their initial investment out of the Century Commercial Bancorp, Inc. Employer Stock Fund for a period of one year following completion of the Stock Offering.

Purchase Price of Century Commercial Bancorp, Inc. Common Stock

The funds transferred to the Employer Stock Fund for the purchase of Century Commercial Bancorp, Inc. common stock during the Stock Offering will be used by the trustee to purchase shares of the common stock. The price paid for the shares of Century Commercial Bancorp, Inc. common stock will be $10.00 per share, the same price as is paid by persons who purchase common stock during the Stock Offering. Purchases made after the Stock Offering will be made at market price, which may be greater or less than $10.00.

Nature of a Participant’s Interest in Century Commercial Bancorp, Inc. Common Stock

Century Commercial Bancorp, Inc. common stock will be held in the name of the trustee of the Employer Stock Fund, in its capacity as trustee. Because the 401(k) Plan actually purchases the shares, you will acquire a “participation interest” in the shares and not own the shares directly. The trustee will maintain individual accounts reflecting each participant’s individual interest in the Employer Stock Fund.

Voting and Tender Rights of Century Commercial Bancorp, Inc. Common Stock

The plan administrator generally will exercise voting rights attributable to all of the common stock held by the Employer Stock Fund. With respect to matters involving tender offers for Century Bank, the plan administrator will vote shares allocated to participants in the 401(k) Plan, as directed by participants with interests in the Employer Stock Fund. The trustee will provide to you voting instruction rights reflecting your proportional interest in the Employer Stock Fund. The number of shares of common stock held in the Century Commercial Bancorp, Inc. Employer Stock Fund that the trustee votes in the affirmative and negative on each matter will be proportionate to the voting instructions given by the participants. Where tender offer instructions are given by the participant, the shares shall be tendered in the manner directed by the plan administrator.

DESCRIPTION OF THE 401(k) PLAN

Introduction

The 401(k) Plan was adopted by Century Bank and contains a cash-or-deferred feature described at Section 401(k) of the Internal Revenue Code of 1986, as amended, to encourage employee savings and to allow eligible employees to supplement their income upon retirement.

Reference to Full Text of 401(k) Plan. The following statements are summaries of certain provisions of the 401(k) Plan. They are not meant to be a complete description of these provisions and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees as permitted by ERISA, the federal law regulating pension plans. You should submit your request to Century Bank, 1640 Snow Road, Parma, Ohio 44134, Attention: 401(k) Retirement Plan Administrator. We encourage you to read carefully the full text of the 401(k) Plan to understand your rights and obligations under the 401(k) Plan.

Tax and Securities Laws. Participants should consult with legal counsel regarding the tax and securities laws implications of participation in the 401(k) Plan. Any officers or beneficial owners of more than 10% of the outstanding shares of common stock should consider the applicability of Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, to his or her participation in the 401(k) Plan. See “Securities and Exchange Commission Reporting and Short Swing Profit Liability” on page of this Prospectus Supplement.

Eligibility and Participation

All employees of Century Bank who have attained the age of 18 and who have completed 90 days of service are eligible to participate in the 401(k) Plan as of the first day of the next following month. As of December 31, 2007, there were approximately employees eligible to participate in the cash or deferred portion of the 401(k) Plan, and employees had elected to participate in the cash or deferred portion of the 401(k) Plan.

Contributions Under the 401(k) Plan

401(k) Contributions. The 401(k) Plan permits each participant to defer receipt of amounts ranging from 1% to 100% of their annual compensation, not to exceed $15,500 (for 2008), and to have that compensation contributed to the 401(k) Plan. Generally, the 401(k) Plan describes a participant’s annual compensation as total taxable compensation as reported on Form W-2. However, no more than $230,000 of compensation may be taken into account for purposes of determining 401(k) contributions (and profit sharing and matching contributions) for 2007. Participants may modify the rate of their future 401(k) contributions by filing a new deferral agreement with the plan administrator. Modifications to the rate of 401(k) contributions, or the cessation of 401(k) contributions, take effect at the beginning of each payroll period after the filing is processed.

Catch-Up 401(k) Contributions. The 401(k) Plan permits each participant who has attained age 50 to defer up to an additional $5,000 (for 2008) into the 401(k) Plan. Catch-up 401(k) contributions are not subject to any limitations other than the $5,000 dollar limitation.

Matching Contributions. The 401(k) Plan currently provides for matching contributions to the 401(k) Plan equal to 100% of the participant’s 401(k) deferrals for the year up to 3% of their salary. Century Bank may amend the amount of matching contributions it will make at any time, by an amendment to the 401(k) Plan.

Profit Sharing Contributions. The 401(k) Plan currently provides for an additional contribution for each employee that is employed at the end of a pay period, in an amount equal to of 2% of compensation paid during that pay period. Century Bank also may make discretionary profit sharing contributions to the Plan. To be eligible for a discretionary profit sharing contribution in any year, you must be an active participant in the 401(k) Plan on the last day of that Plan year, and have at least 1,000 hours of service in that Plan year. Generally, discretionary profit sharing contributions are allocated on an “integrated” basis. This means that each eligible participant is allocated a percentage (up to 5.7%) of compensation based on total compensation up to the Social Security Taxable Wage Base ($102,000 for 2008), plus twice that percentage (not to exceed 11.4%) of compensation over the Social Security Taxable Wage Base (up to the $230,000 dollar limit). Any remaining discretionary profit sharing contributions are allocated on as pro rata basis based on the total compensation of all eligible Plan participants.

Rollover Contributions. Prior to or after satisfying the Plan eligibility requirements, you may also rollover or directly transfer accounts from another qualified plan or an IRA, provided the rollover or direct transfer complies with applicable law. If you want to make a rollover contribution or direct transfer, you should contact the plan administrator.

Limitations on Contributions

Limitations on 401(k) Contributions. Although the 401(k) Plan allows you to defer receipt of up to 100% of your compensation each year as a 401(k) contribution, federal law limits your total 401(k) contributions under the 401(k) Plan, and any similar plans, to $15,500 for 2008. Any 401(k) contributions in excess of this limitation are first treated as a catch-up 401(k) contribution, if you are eligible. Any remaining 401(k) contributions considered excess deferrals, and will be included in an affected participant’s gross income for federal income tax purposes in the year the 401(k) contribution is made. In addition, any excess deferral will again be subject to federal income tax when distributed by the 401(k) Plan to the participant, unless the excess deferral, together with any income earned on the excess deferral, is distributed to the participant not later than the first April 15^th following the close of the taxable year in which the excess deferral is made. Any income on the excess deferral that is distributed not later than such date shall be treated, for federal income tax purposes, as earned and received by the participant in the taxable year in which the distribution is made.

Limitations on Annual Additions and Benefits. Pursuant to the requirements of the Internal Revenue Code, the 401(k) Plan provides that the total amount of all contributions and forfeitures (annual additions) allocated to participants during any plan year may not exceed the lesser of 100% of the participant’s compensation for the plan year, or $46,000 (for 2008). The $46,000 limit will be increased from time to time to reflect increases in the cost of living. Annual additions for this purpose generally include 401(k) deferrals other than catch-up 401(k) contributions, matching contributions and employer contributions to this or any other qualified plan sponsored by Century Commercial Bancorp, Inc., Century Bank or an affiliated entity. Annual additions do not include rollover contributions or earnings on any plan contributions.

Limitation on 401(k) and Matching Contributions for Highly Compensated Employees. Sections 401(k) and 401(m) of the Internal Revenue Code limit the amount of 401(k) contributions and matching contributions that may be made to the 401(k) Plan in any plan year on behalf of highly compensated employees (defined below) in relation to the amount of 401(k) contributions and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. Specifically, the percentage of 401(k) contributions made on behalf of a participant who is a highly compensated employee shall be limited so that the average actual deferral percentage for the group of highly compensated employees for the plan year does not exceed the greater of (i) the average actual deferral percentage for the group of eligible employees who are non-highly compensated employees for the prior plan year multiplied by 1.25; or (ii) the average actual deferral percentage for the group of eligible employees who are non-highly compensated employees for the prior plan year, multiplied by two (2); provided that the difference in the average actual deferral percentage for eligible non-highly compensated employees does not exceed 2%. Similar discrimination rules apply to matching contributions. The average deferral percentage for each group is determined by adding the contribution percentage (401(k) or matching, as the case may be) and dividing that sum by the number of employees in each group, including participants who do not make 401(k) contributions or receive matching contributions.

In general, a highly compensated employee includes any employee who was a 5% owner of the employer at any time during the year or preceding year or had compensation for the preceding year in excess of $100,000. The dollar amount in the foregoing sentence is for 2007. This amount is adjusted annually to reflect increases in the cost of living.

Contributions allocated to highly compensated employees that exceed the average deferral limitation in any plan year are referred to as excess contributions. In order to prevent the disqualification of the 401(k) Plan, any excess 401(k) contributions, together with any income earned on these excess contributions, must be distributed to the highly compensated employees before the close of the following plan year. The employer will be subject to a 10% excise tax on any excess contributions unless the excess contributions, together with any income earned on these excess contributions, are distributed before the close of the first 2-1/2 months following the plan year to which the excess contributions relate. Matching contributions that relate to the returned deferral contributions will be forfeited (if not vested) or distributed (if vested) at the same time as the excess deferral contributions are returned to affected participants. Regarding matching contributions that do not satisfy the limitation tests described above, in order to prevent the disqualification of the 401(k) Plan, any excess matching contributions, together with any income earned on these excess contributions, must be distributed to the highly compensated employees before the close of the following plan year. Excess matching contributions, plus income allocable thereto, will be forfeited (if not vested) or distributed (if vested). There are specific rules for determining which highly compensated employees will be affected by the excess contribution return rules, and the amount of excess 401(k) contributions and matching contributions that must be returned to the affected employees.

Deduction Limits. Matching and profit sharing contributions are subject to and limited by Internal Revenue Code deduction rules. Contributions will not be made to the extent they would be considered nondeductible. 401(k) contributions are neither subject to nor limited by the Internal Revenue Code deduction rules.

Top-Heavy Plan Requirements. If for any plan year the 401(k) Plan is a top-heavy plan, then minimum contributions may be required to be made to the 401(k) Plan on behalf of non-key employees. Contributions otherwise being made under the Plan may apply to satisfy these requirements.

In general, the 401(k) Plan will be regarded as a “top-heavy plan” for any plan year if, as of the last day of the preceding plan year, the aggregate balance of the accounts of participants who are key employees exceeds 60% of the aggregate balance of the accounts of all participants. Key employees generally include any employee who, at any time during the plan year, is (1) an officer of Century Commercial Bancorp, Inc. or its subsidiaries having annual compensation in excess of $150,000 (adjusted in the future for cost of living increases) who is in an officer in an administrative or policy-making capacity, (2) a 5% owner of Century Commercial Bancorp, Inc., i.e., owns directly or indirectly more than 5% of the stock of Century Commercial Bancorp, Inc., or stock possessing more than 5% of the total combined voting power of all stock of Century Commercial Bancorp, Inc., or (3) a 1% owner of Century Commercial Bancorp, Inc. having annual compensation in excess of $150,000.

Vesting

Your vested interest in your 401(k) contributions and rollover contributions, and the earnings thereon, is always 100%. Profit-sharing and matching contributions become vested according to the following schedule:


Years of Vesting Service	Vested Interest
Less than 1	0	%
1, but less than 2	25	%
2, but less than 3	50	%
3, but less than 4	75	%
4 or more	100	%

If your are employed by an employer under the 401(k) Plan when you reach age 65, become disabled, or die, your vested interest in all accounts will be 100%.

You are credited with a year of vesting service for each calendar year in which you complete 1,000 hours of service. Special rules apply to determine years of vesting service if you are rehired by Century Bank and were not vested prior to your first termination of employment.

Investment of Contributions

Investment Options. All amounts credited to participants’ accounts under the 401(k) Plan are held in trust. The trust is administered by a trustee appointed by Century Bank’s board of directors.

You must instruct the Principal Financial Group as to how funds held in your account are to be invested. In addition to the Employer Stock Fund, participants may elect to instruct the trustee to invest such funds in any or all of the following investment options:


AllianceBernstein LP: Large-Cap Value Separate Account		The investment seeks long-term growth of capital. The fund normally invests at least 80% of assets in companies with large market capitalizations (those with market capitalizations similar to companies in the Russell 1000 Value Index (as of December 31, 2006, this range was between approximately $1.3 billion and $446.9 billion)) at the time of purchase. It may invest up to 25% of assets in securities of foreign companies.

Principal Global Investors: Large-Cap Stock Index Separate Account		The investment option normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 500 Index.

Columbus Circle Investors: Large Company Growth Separate Account		The investment option primarily invests in common stocks of large capitalization companies with strong earnings growth potential. It normally invests the majority of assets in companies with large market capitalizations at the time of purchase. Management places strong emphasis on companies it believes are guided by high quality management teams. It also attempts to identify those companies that are market leaders possessing the ability to control pricing and margins in their respective industries. It may invest up to 25% of assets in foreign securities.

Principal Global/Barrow Hanley: Medium Company Value Separate Account		The investment seeks long-term growth of capital and normally invests the majority of assets in companies with market capitalizations similar to those of companies in the Russell MidCap Value Index. Management selects investments primarily on the basis of fundamental security analysis, focusing on the company’s financial stability, sales, earnings, dividend trends, return on equity and industry trends. It may invest up to 25% of assets in foreign securities.

Principal Global Investors: Medium Company Blend Separate Account		The investment option invests primarily in common stocks and other equity securities of medium capitalization companies. It normally invests the majority of assets in companies with market capitalizations similar to those companies in the Russell MidCap Index. Management’s securities selection is based on stocks with value and or growth characteristics, and management constructs an investment portfolio that has a blend of stocks with these characteristics. It may invest up to 25% of assets in foreign securities.

Fidelity (Pyramis Global Adv): Mid-Cap Growth II Separate Account		The investment seeks long-term growth of capital. The fund invests at least 80% of assets in securities of companies with medium market capitalization (those with market capitalizations similar to the market capitalizations of companies in the Russell MidCap Growth index) at the time of purchase. It may also invest the assets in companies with smaller or larger market capitalizations. It may invest in securities of foreign issuers in addition to securities of domestic issuers. Principal determines the portion of the assets to be managed by two sub-advisors.



Dimensional/Vaughan Nelson: Small-Cap Value II Separate Account		The investment seeks long-term growth of capital. The fund primarily invests at least 80% of net assets in equity securities of small companies those with market capitalizations similar to companies in the Russell 2000 Value index. The fund also invests up to 25% of assets in foreign securities. In selecting investments, the Sub-Advisor generally employs the value driven investment philosophy.

Principal Global Investors: Small Company Blend Separate Account		The investment seeks long-term growth of capital and primarily invests in common stocks of small capitalization companies. It normally invests the majority of assets in companies with market capitalizations similar to those of companies in the Russell 2000 Index. Management looks at stocks with value and or growth characteristics and constructs an investment portfolio that has a blend of stocks with these characteristics. Management does not have a policy of preferring one of these styles to the other. The Separate Account may invest up to 25% of assets in foreign securities

Mazama/CCI: Small0-Cap Growth III Separate Account		The investment seeks long-term capital growth. The fund normally invests at least 80% of assets in equity securities of companies with small market capitalizations, the highest market capitalization of the companies in the Russell 2500 Growth index (as of December 31, 2006, the range was between approximately $56 million and $7.4 billion), at the time of purchase. Market capitalization is defined as total current market value of a company’s outstanding common stock. It may invest up to 25% of assets in securities of foreign companies.

Fidelity (Pyramis Global Adv): International Separate Account		The investment seeks long-term growth of capital. The fund normally invests primarily in non-U.S. securities. It normally invests the assets primarily in common stocks. The management normally diversifies the investments across different countries and regions. In allocating the investments across countries and regions, the management considers the size of the market in each country and region relative to the size of the international market as a whole.

Principal Financial Advisors: Bond Emphasis Balanced Separate Account		The investment option primarily invests in other separate accounts offered by The Principal. It usually maintains at least 50% of assets in fixed-income securities and real estate.

Principal Global Investors: Principal LifeTime Strategic Income Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2010, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.

Principal Global Investors: Principal LifeTime 2010 Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2010, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.



Principal Global Investors: Principal LifeTime 2020 Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2020, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.

Principal Global Investors: Principal LifeTime 2030 Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2030, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.

Principal Global Investors: Principal LifeTime 2040 Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2030, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.

Principal Global Investors: Principal LifeTime 2050 Separate Account		The investment seeks a total return consisting of long-term growth of capital and current income. The fund primarily invests in shares of other Principal Investors funds. The underlying funds are intended to give the fund broad exposure to the domestic and foreign equity and fixed income markets. The Sub-Advisor intends to allocate assets so that within approximately ten to fifteen years after the year 2050, the fund’s assets invested in the underlying funds match the asset allocation of the Principal LifeTime Strategic Income Fund.

Principal Global Investors: Money Market Separate Account		The investment seeks a high a level of current income consistent with preservation of principal and maintenance of liquidity. It invests in a portfolio of high quality, short-term money market instruments. The investments are U.S. dollar denominated securities which the sub-advisor believes present minimal credit risks. The sub-advisor maintains a dollar weighted average portfolio maturity of 90 days or less.

Principal Global Investors: Bond and Mortgage Separate Account		The investment option invests primarily in intermediate-term, fixed-income investments such as public and private corporate bonds, commercial and residential mortgages, asset-backed securities, and US government and agency-backed securities. Value is added primarily through sector allocation and security selection. The Separate Account may enter into reverse repurchase agreements to attempt to enhance portfolio return and income.

A brief description of the Employer Stock Fund is set forth below. For descriptions of these other investment options available to 401(k) Plan participants, you may request a prospectus for each of the investment options from the plan administrator. If no investment direction is given, all contributions to a participant’s account will be invested in the Short Term Investment Fund. [CONFIRM]

The investment in Century Commercial Bancorp, Inc. common stock involves certain risks. No assurance can be given that shares of Century Commercial Bancorp, Inc. common stock purchased pursuant to the 401(k) Plan will thereafter be able to be sold at a price equal to or in excess of the purchase price. See also “Risk Factors” in the Prospectus.

Century Commercial Bancorp, Inc. Common Stock Investment Election Procedures. If you are actively employed by Century Bank or an affiliate on December 31, 2007, and have an account balance under the 401(k) Plan of at least $250, you may instruct the trustee to purchase Century Commercial Bancorp, Inc. common stock by redirecting funds from your existing accounts into the Employer Stock Fund by filing an election form with the plan administrator on or prior to the election deadline. The total amount of funds redirected into the Employer Stock Fund must represent whole share amounts (i.e., must be divisible by the $10.00 per share purchase price) and must be allocated in 1% increments from investment options containing the participant’s 401(k) Plan funds. When you instruct the trustee to redirect the funds in your existing accounts into the Employer Stock Fund in order to purchase Century Commercial Bancorp, Inc. common stock, the trustee will liquidate funds from the appropriate investment option(s) and apply such redirected funds as requested, in order to effect the new allocation.

For example, you may fund an election to purchase 100 shares of Century Commercial Bancorp, Inc. common stock by redirecting the aggregate purchase price of $1,000 for the shares from the following investment options (provided the necessary funds are available in such Investment Options): (i) 10% from the Principal Global Investors Principal LifeTime 2020 Separate Account, (ii) 30% from the Principal Global Investors Money Market Separate Account, and (iii) 60% from the Principal Global Investors Bond and Mortgage Separate Account. In such case, the trustee would liquidate $100 of the participant’s funds from the Principal Global Investors Principal LifeTime 2020 Separate Account Fund, $300 from funds in the Principal Global Investors Money Market Separate Account and $600 from funds in the Principal Global Investors Bond and Mortgage Separate Account to raise the $1,000 aggregate purchase price. If your instructions cannot be fulfilled because you do not have the required funds in one or more of the investment options to purchase the shares of Century Commercial Bancorp, Inc. common stock subscribed for, you will be required to file a revised Election and Investment Form with the plan administrator by the election deadline. Once received in proper form, an executed Election and Investment Form may not be modified, amended or rescinded without our consent, unless the Stock Offering has not been completed within 45 days after the end of the subscription and direct community offering.

Adjusting Your Investment Strategy. Until changed in accordance with the terms of the 401(k) Plan, future allocations of your contributions would remain unaffected by the election to purchase Century Commercial Bancorp, Inc. common stock through the 401(k) Plan in the Stock Offering. You may modify a prior investment allocation election or request the transfer of funds to another investment vehicle by filing a written notice, with such modification or request taking effect after the valuation of accounts, which occurs daily. After the Stock Offering, modifications and fund transfers relating to the Employer Stock Fund will be permitted on a daily basis.

Valuation of Accounts. The 401(k) Plan uses a unit system for valuing each investment fund. Under this system your share in any investment fund is represented by units. The unit value is determined as of the close of business each regular business day. The total dollar value of your share in any investment fund as of any valuation date is determined by multiplying the number of units held by you by the unit value of the fund on that date. The sum of the values of the funds you select represents the total value of your 401(k) Plan account.

Financial Data

Employer Contributions. For the year ended December 31, 2007, we made matching contributions totaling approximately $ into the 401(k) Plan. We made no profit sharing contributions to the 401(k) Plan for the fiscal year ended December 31, 2007.

If we adopt or contribute to other stock-based benefit plans, such as an employee stock ownership plan or a restricted stock plan, then we may decide to amend the 401(k) Plan, reduce our matching contribution, and/or reduce or eliminate our profit sharing contribution under the 401(k) Plan in order to reduce overall expenses. We are currently planning to adopt an employee stock ownership plan. If we adopt a restricted stock plan, the plan would not be submitted for stockholder approval for at least six months following completion of the reorganization.

Performance of Century Commercial Bancorp, Inc. Common Stock. As of the date of this Prospectus Supplement, no shares of Century Commercial Bancorp, Inc. common stock have been issued or are outstanding, except for 1,000 shares owned by Century Commercial Bancorp, Inc., MHC. In addition, there is no established market for our common stock. Accordingly, there is no record of the historical performance of Century Commercial Bancorp, Inc. common stock.

Performance of Investment Options. The following table provides performance data with respect to the investment options available under the 401(k) Plan, based on information provided to Century Commercial Bancorp, Inc. by Principal Financial Group.

The information set forth below with respect to the investment options has been reproduced from materials supplied by Principal Financial Group, which administers the 401(k) Plan and is responsible for providing investment alternatives under the 401(k) Plan, other the Century Commercial Bancorp, Inc. Employer Stock Fund. Century Bank and Century Commercial Bancorp, Inc. take no responsibility for the accuracy of such information.

Additional information regarding the investment options may be available from Principal Financial Group or Century Bank. Participants should review any available additional information regarding these investments before making an investment decision under the 401(k) Plan.

The total percentage return for the prior three years is provided for each of the following funds.

NET INVESTMENT PERFORMANCE


	For the Twelve Months Ended December 31,
Name of Fund	2007		2006	2005
AllianceBernstein LP: Large-Cap Value Separate Account	(4.60	)	20.84	4.42
Principal Global Investors: Large-Cap Stock Index Separate Account	4.43		14.64	3.83
Columbus Circle Investors: Large Company Growth Separate Account	22.14		8.89	11.02
Principal Global/Barrow Hanley: Medium Company Value Separate Account	(1.30	)	15.17	12.34
Principal Global Investors: Medium Company Blend Separate Account	8.43		13.13	8.24
Fidelity (Pyramis Global Adv): Mid-Cap Growth II Separate Account	0.98		7.29	8.05
Dimensional/Vaughan Nelson: Small-Cap Value II Separate Account	(9.77	)	19.50	6.08
Principal Global Investors: Small Company Blend Separate Account	1.04		13.56	9.19
Mazama/CCI: Small-Cap Growth III Separate Account	4.33		9.71	11.69
Fidelity (Pyramis Global Adv): International Separate Account	14.23		25.46	12.58
Principal Financial Advisors: Bond Emphasis Balanced Separate Account	8.29		11.56	8.76
Principal Global Investors: Principal LifeTime Strategic Income Separate Account	0.83		8.17	3.21
Principal Global Investors: Principal LifeTime 2010 Separate Account	2.69		11.04	4.65
Principal Global Investors: Principal LifeTime 2020 Separate Account	4.32		13.21	6.72
Principal Global Investors: Principal LifeTime 2030 Separate Account	5.31		14.30	7.42
Principal Global Investors: Principal LifeTime 2040 Separate Account	6.03		14.60	7.88
Principal Global Investors: Principal LifeTime 2050 Separate Account	6.19		15.13	8.39
Principal Global Investors: Money Market Separate Account	4.10		3.80	1.99
Principal Global Investors: Bond and Mortgage Separate Account	2.92		3.81	1.75

Each participant should note that past performance is not necessarily an indicator of future results.

Administration of the 401(k) Plan

Trustees. Trustee matters regarding the 401(k) Plan are handled by Principal Financial Group. Currently, Principal Financial Group (or persons named by Principal Financial Group) is the trustee for all funds except the Century Commercial Bancorp, Inc. Employer Stock Fund. Principal Financial Group is also expected to handle Trustee matters for the Century Commercial Bancorp, Inc. Employer Stock Fund.

The trustee receives and holds the contributions to the 401(k) Plan in trust and distributes them to participants and beneficiaries in accordance with the provisions of the 401(k) Plan, in accordance with the plan administrator. The trustee, through Principal Financial Group, is responsible for following participant direction, effectuating the investment of the assets of the trust in Century Commercial Bancorp, Inc. common stock and the other investment options.

Benefits Under the 401(k) Plan

Plan Benefits. Your 401(k) Plan benefit is based on the value of the vested portion of your 401(k) Plan accounts as of the valuation date next preceding the date of distribution to you.

Withdrawals and Distributions from the 401(k) Plan

Withdrawals Prior to Termination of Employment. You may receive in-service distributions of your vested interest in any 401(k) Plan account after you have attained age 59 1/2. Two such distributions may be made during a one-year period. You may receive in-service distributions from that portion of the 401(k) Plan attributable to rollover contributions at any time. Two distributions from your rollover account may be made during a one-year period.

Hardship Distributions. Distributions may be made on account of hardship. The only amount that may not be distributed on account of hardship is earnings on your 401(k) contributions. Hardship is generally defined as an immediate and heavy financial need, in connection with one of the following circumstances: payment of certain medical expenses, purchase of a principal residence, payment of tuition and room and board for the next 12 months, and prevention of eviction or foreclosure of a principal residence. Whether a hardship has occurred will be determined in accordance with Internal Revenue Service rules.

Distribution Upon Retirement or Disability. Upon your retirement or disability, you may elect to receive a distribution from the Plan.

Distribution Upon Death. If you die prior to your benefits being paid from the 401(k) Plan, your benefits will be paid to your surviving spouse or properly designated beneficiary.

Distribution Upon Termination for any Other Reason. If you terminate employment for any reason other than retirement, disability or death, the trustee will make your distribution on your normal retirement date, unless you properly request to receive it earlier.

Automatic Rollover. If your vested account balances do not exceed $5,000, your benefits will be distributed to you as soon as administratively practicable in a lump sum following your termination of employment. Your vested account will be automatically transferred to an IRA if it the value is between $1,000 and $5,000, and you do not elect whether to receive your benefit in cash or have it transferred to an IRA of your choosing.

Plan Loans. You may borrow from your 401(k) Plan accounts, subject to Internal Revenue Code limits and the 401(k) Plan’s loan policy in effect from time to time.

Form of Distribution. Distributions from the 401(k) Plan will generally be in the form of cash. However, you have the right to request that your distribution from the Century Commercial Bancorp, Inc. Employer Stock Fund be in the form of Century Commercial Bancorp, Inc. common stock. Distributions will be paid in either a lump sum, or in the form of an annuity, if your entire vested 401(k) Plan account is valued at more than $5,000.

Nonalienation of Benefits. Except with respect to federal income tax withholding and plan loans, and as provided with respect to a qualified domestic relations order, benefits payable under the 401(k) Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan shall be void.

Reports to 401(k) Plan Participants

As soon as practicable after the end of each calendar quarter, the plan administrator will furnish to each participant a statement showing (i) balances in the participant’s accounts as of the end of that period, (ii) the amount of contributions allocated to his or her accounts for that period, and (iii) the number of units in each of the funds. Participants may also access information regarding their 401(k) Plan Accounts by using internet access made available by Principal Financial Group Retirement Services.

Amendment and Termination

We intend to continue to participate in the 401(k) Plan. Nevertheless, we may amend or terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then, regardless of other provisions in the 401(k) Plan, each participant affected by the termination shall become fully vested in all of his or her accounts.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan as in effect on the date of this Prospectus. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the plan.

As a “tax-qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan special tax treatment, including:

(a)

the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the plan each year;

(a)

participants pay no current income tax on amounts contributed by the employer on their behalf; and

(b)

earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

We will administer the 401(k) Plan to comply with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law.

Taxation of Distributions. Generally, 401(k) Plan distributions are taxable as ordinary income for federal income tax purposes.

Common Stock Included in a Lump Sum Distribution. If a lump sum distribution includes common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount will be reduced by the amount of any net unrealized appreciation with respect to the common stock. Net unrealized appreciation is the excess of the value of the common stock at the time of the distribution over its cost or other basis to the 401(k) Plan trust. The tax basis of the common stock for purposes of computing gain or loss on its subsequent sale equals the value of the common stock at the time of distribution less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of the common stock up to the amount of net unrealized appreciation at the time of distribution will be considered long-term capital gain regardless of the holding period of the common stock. Any gain on a subsequent sale or other taxable disposition of the common stock in excess of the amount of net unrealized appreciation at the time of distribution will be considered either short-term or long-term capital gain depending upon the length of the holding period of the common stock. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution to the extent allowed by the regulations issued by the Internal Revenue Service.

Rollovers and Direct Transfers to Another Qualified Plan or to an Individual Retirement Account; Mandatory Tax Withholding. Except as discussed below, you may roll over distributions from the 401(k) Plan to another tax-favored plan or to a standard individual retirement account without regard to whether the distribution is a lump sum distribution or a partial distribution. You have the right to elect to have the trustee transfer all or any portion of an “eligible rollover distribution” directly to another qualified retirement plan (subject to the provisions of the recipient qualified plan) or to an Individual Retirement Account. If you do not elect to have an “eligible rollover distribution” transferred directly to another qualified plan or to an IRA, the distribution will be subject to a mandatory federal withholding tax equal to 20% of the taxable distribution. Your state may also impose tax withholding on your taxable distribution. An “eligible rollover distribution” means any amount distributed from the plan except: (1) a distribution that is (a) one of a series of substantially equal periodic payments (not less frequently than annually) made for your life (or life expectancy) or the joint lives of you and your designated beneficiary, or (b) for a specified period of ten years or more; (2) any amount required to be distributed under the minimum distribution rules; and (3) any other distributions excepted under applicable federal law. If you elect to rollover or directly transfer common stock, you may not take advantage of the favorable net unrealized appreciation that applies to common stock, discussed above.

Ten-Year Averaging Rules. Under a special grandfather rule, if you have completed at least five years of participation in the 401(k) Plan before the taxable year in which the distribution is made, and you turned age 50 by 1986, you may elect to have your lump sum distribution taxed using a “ten-year averaging” rule. The election of the special averaging rule applies only to one lump sum distribution you or your beneficiary receive, provided such amount is received on or after you attain age 59-1/2 and you elect to have any other lump sum distribution from a qualified plan received in the same taxable year taxed under the ten-year averaging rule or receive a lump sum distribution on account of your death.

Additional Tax on Early Distributions. A participant who receives a distribution from the 401(k) Plan prior to attaining age 59 ¹/2 will be subject to an additional income tax equal to 10% of the amount of the distribution. The 10% additional income tax will not apply, however, in certain cases, including (but not limited) to distributions rolled over or directly transferred into an IRA or another qualified plan, or the distribution is (i) made to a beneficiary (or to the estate of a participant) on or after the death of the participant, (ii) attributable to the participant’s being disabled within the meaning of Section 72(m)(7) of the Internal Revenue Code, (iii) part of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the participant or the joint lives (or joint life expectancies) of the participant and his beneficiary, (iv) made to the participant after separation from service under the 401(k) Plan after attainment of age 55, (v) made to pay medical expenses to the extent deductible for federal income tax purposes, (vi) pursuant to a qualified domestic relations order, or (vii) made to effect the distribution of excess contributions or excess deferrals.

This is a brief description of federal income tax aspects of the 401(k) Plan which are of general application under the Internal Revenue Code. It is not intended to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you are urged to consult a tax advisor concerning the federal, state and local tax consequences that may be particular to you of participating in and receiving distributions from the 401(k) Plan.

ERISA and Other Qualification

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, the primary federal law governing retirement plans, and is intended to be a qualified retirement plan under the Internal Revenue Code.

Restrictions on Resale

Any person receiving shares of Century Commercial Bancorp, Inc. common stock under the 401(k) Plan who is an “affiliate” of Century Commercial Bancorp, Inc. or Century Bank as the term “affiliate” is used in Rules 144 and 405 under the Securities Act of 1933 (e.g., directors, officers and substantial shareholders of Century Commercial Bancorp, Inc. and Century Bank) may re-offer or resell such shares only pursuant to a registration statement or, assuming the availability thereof, pursuant to Rule 144 or some other exemption from the registration requirements of the Securities Act of 1933. Any person who may be an “affiliate” of Century Commercial Bancorp, Inc. may wish to consult with counsel before transferring any Century Commercial Bancorp, Inc. common stock owned by him or her. In addition, participants are advised to consult with counsel as to the applicability of Section 16 of the Securities Exchange Act of 1934 which may restrict the sale of Century Commercial Bancorp, Inc. common stock acquired under the 401(k) Plan, or other sales of Century Commercial Bancorp, Inc. common stock.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Exchange Act imposes reports and liability requirements on officers, directors and persons beneficially owning more than 10% of public companies such as Century Commercial Bancorp, Inc. Section 16(a) of the Exchange Act requires the filing of reports of beneficial ownership. Within ten days of becoming a person subject to the reporting requirements of Section 16(a), a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Certain changes in beneficial ownership, such as purchases, sales, gifts and participation in savings and retirement plans must be reported periodically, either on a Form 4 within ten days after the end of the month in which a change occurs, or annually on a Form 5 within 45 days after the close of our fiscal year. Participation in the Century Commercial Bancorp, Inc. Employer Stock Fund of the 401(k) Plan by our officers, directors and persons beneficially owning more than 10% of the outstanding Century Commercial Bancorp, Inc. common stock must be reported to the Securities and Exchange Commission at least annually on a Form 4 or Form 5 by such individuals.

Section 16(b) of the Exchange Act provides for the recovery by us of any profits realized by an officer, director or any person beneficially owning more than 10% of the Century Commercial Bancorp, Inc. common stock (“Section 16(b) Persons”) resulting from the purchase and sale or sale and purchase of Century Commercial Bancorp, Inc. common stock within any six-month period. The Securities and Exchange Commission rules provide an exemption from the profit recovery provisions of Section 16(b) for certain transactions within an employee benefit plan, such as the 401(k) Plan, provided certain requirements are met. If you are subject to Section 16, you should consult with counsel regarding the applicability of Section 16 to specific transactions involving the 401(k) Plan.

LEGAL OPINIONS

The validity of the issuance of Century Commercial Bancorp, Inc. common stock will be passed upon by Silver, Freedman & Taff, L.L.P., 3299 K Street, N.W., Suite 100, Washington, D.C. 20007, which firm acted as special counsel for Century Commercial Bancorp, Inc. and Century Bank in connection with the Stock Offering.

INVESTMENT ELECTION FORM

CENTURY BANK

401(k) RETIREMENT SAVINGS PLAN

PARTICIPANT ELECTION TO INVEST IN

CENTURY COMMERCIAL BANCORP, INC. COMMON STOCK

(“EMPLOYER STOCK FUND”)

If you would like to participate in the Stock Offering using amounts currently in your account in Century Bank’s 401(k) Retirement Savings Plan, please complete this form and return it to , at our corporate headquarters, to be received by her no later than Eastern Time, on , 2008. If you have questions about this form, call :00 at .

Participant’s Name:

Social Security Number:

(Please Print)

Address:

Street

City

State

Zip Code

1.	Background Information

Century Commercial Bancorp, Inc. will be issuing shares of common stock, par value $0.01 per share (the “Common Stock”), to certain depositors and borrowers and the public in the Stock Offering. Participants in the Century Bank 401(k) Retirement Savings Plan (the “401(k) Plan”) who are actively employed as of February 1, 2008, and who have an account balance in the 401(k) Plan of at least $250, are being given an opportunity to direct the trustee of the 401(k) Plan to purchase Common Stock in the Stock Offering with amounts currently in their 401(k) Plan account. (Employees who would like to directly purchase shares of Common Stock in the offering with funds held outside their 401(k) Plan account may do so by completing Stock Order Form.) If you do not have a Stock Order Form or have questions about purchasing Common Stock outside of the Plan, call the Stock Information Center, at . Completed Stock Order Forms should be submitted to the Stock Information Center. In connection therewith, the “Employer Stock Fund,” a new investment fund under the 401(k) Plan comprised of Century Commercial Bancorp, Inc. Common Stock, has been established, and a special administrator has been appointed for the Employee Stock Fund. Because it is actually the 401(k) Plan that purchases the Common Stock, participants will acquire a “participation interest” (expressed as units of the Employer Stock Fund) in the shares and not own the shares directly.

Prior to making a decision to direct the trustee to purchase Common Stock, we strongly urge you to carefully review the Prospectus and the Prospectus Supplement that accompany this Investment Election Form. Your decision to direct the transfer of amounts credited to your account balances to the Employer Stock Fund in order to purchase shares of Common Stock in connection with the Stock Offering is irrevocable. After the completion of the offering, participants may transfer some or all of their units in the Employer Stock Fund into one or more of the 401(k) Plan’s other investment funds at such times as are provided for under the 401(k) Plan’s rules for such transfers.

Investing in any stock entails some risks. We encourage you to discuss your investment decision with your investment advisor before completing this form. Neither the trustee, the plan administrator, nor any employee of the employer sponsor is authorized to make any representations about this investment. You should not rely on any information other than information contained in the Prospectus and the Prospectus Supplement in making your investment decision. Any shares purchased by the 401(k) Plan based on your election will be subject to the conditions and restrictions otherwise applicable to Common Stock purchased by you outside the 401(k) Plan during the Stock Offering. These restrictions are described in the Prospectus and the Prospectus Supplement.

2.	Investment Elections

If you would like to participate in the Stock Offering with amounts currently in your 401(k) Plan, please complete the box below, indicating the whole percentage of each of your current funds you would like to transfer into the Employer Stock Fund. In calculating the number of shares of common stock that the trustee will purchase in the Stock Offering based on your election, the trustee will use your most recent available 401(k) Plan account balances. Thus, for example, if your available account balances total $5,000 in one fund and you elect below to transfer 20% from your account balance in that fund to the Employer Stock Fund, the trustee of the 401(k) Plan will use $1,000 (20% of $5,000) from your account in that fund to purchase 100 shares of Common Stock at a purchase price of $10.00 per share. Transfer will be made to the nearest $10.00 increment.

A-2

In the event that the trustee is unable to use all or any of the amount that you elect below to have transferred into the Employer Stock Fund to purchase Common Stock due to an oversubscription in the Stock Offering, the amount that is not invested in the Employer Stock Fund will be invested in the Money Market Fund account.

Indicate the exact whole percentage to be sold and transferred from one or more of the following funds into the Employer Stock Fund:


Whole Percentage To Be Transferred		Sold and Transferred From My Account Balance in Fund
__________%		AllianceBernstein LP: Large-Cap Value Separate Account

__________%		Principal Global Investors: Large-Cap Stock Index Separate Account

__________%		Columbus Circle Investors: Large Company Growth Separate Account

__________%		Principal Global/Barrow Hanley: Medium Company Value Separate Account

__________%		Principal Global Investors: Medium Company Blend Separate Account

__________%		Fidelity (Pyramis Global Adv): Mid-Cap Growth II Separate Account

__________%		Dimensional/Vaughan Nelson: Small-Cap Value II Separate Account

__________%		Principal Global Investors: Small Company Blend Separate Account

__________%		Mazama/CCI: Small-Cap Growth III Separate Account

__________%		Fidelity (Pyramis Global Adv): International Separate Account

__________%		Principal Financial Advisors: Bond Emphasis Balanced Separate Account

__________%		Principal Global Investors: Principal LifeTime Strategic Income Separate Account

__________%		Principal Global Investors: Principal LifeTime 2010 Separate Account

__________%		Principal Global Investors: Principal LifeTime 2020 Separate Account

__________%		Principal Global Investors: Principal LifeTime 2030 Separate Account

__________%		Principal Global Investors: Principal LifeTime 2040 Separate Account

__________%		Principal Global Investors: Principal LifeTime 2050 Separate Account

__________%		Principal Global Investors: Money Market Separate Account

__________%		Principal Global Investors: Bond and Mortgage Separate Account

The total amount sold from funds indicated above will be transferred to the Employer Stock Fund.

Note: If you do not indicate any percentage above, you will not participate in the Stock Offering by using your 401(k) Plan funds.

A-3

3.	Purchaser Information.

Please indicate your eligibility in the stock offering:

SUBSCRIPTION OFFERING


A.	¨	Eligible Account Holder - Check here if you were a depositor with an aggregate of $50.00 or more on deposit with Century Bank as of September 30, 2006. Please list accounts below.

B.	¨	Supplemental Eligible Account Holder - Check here if you were a depositor with an aggregate $50.00 or more on deposit with Century Bank as of December 31, 2007, but are not an eligible account holder. Please list accounts below.

C.	¨	Other Member - Check here if you were a borrower from Century Bank as of July 10, 1989 who continues to be a borrower as of January 31, 2008 or were a depositor with Century Bank as of January 31, 2008, but are not an eligible account holder or supplemental eligible account holder. Please list accounts below.

COMMUNITY OFFERING


D.		¨		I do not qualify in the Subscription Offering, but would like to place my order in the Community Offering.

Please provide the following information:


Account Title (Names on Accounts)		Deposit or Loan Account
		Number

4.	Participant Signature and Acknowledgment - Required

By signing this Investment Election Form, I authorize and direct the plan administrator and trustee to carry out my instructions. I acknowledge that I have been provided with and have received a copy of the Prospectus and Prospectus Supplement relating to the issuance of Common Stock that accompany this Investment Election Form. I am aware of the risks involved in investing in Common Stock and understand that neither the trustee, the plan administrator nor any employee of the employer sponsor are responsible for my choice of investment. I understand that my failure to sign this acknowledgment will make this investment election form null and void.

A-4

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF CENTURY COMMERCIAL BANCORP, INC. ARE NOT DEPOSITS AND ARE NOT INSURED BY CENTURY COMMERCIAL BANCORP, INC.

If anyone asserts that the shares of Common Stock are federally insured or guaranteed or are as safe as an insured deposit, I should call the Office of Thrift Supervision, Central Regional Director, Thomas A. Barnes at (312) 917-5005.


Participant’s Signature:				Date Signed:

This form must be completed and returned to , ,

at our corporate headquarters to be received by her no later than 4:00 PM, Eastern Time, on

, 2008.

Keep a copy of this election form for your files.

A-5

PROSPECTUS

LOGO

Century Commercial Bancorp, Inc.

(Proposed Holding Company for Century Bank)

Up to 2,645,00 Shares of Common Stock Offered to the Public

as well as up to 1,946,563 Shares to be Issued to Liberty Bank, N.A. Shareholders

This is the initial public offering of shares of common stock of Century Commercial Bancorp, Inc. Century Commercial Bancorp, a newly chartered Maryland corporation, is offering its shares in connection with the mutual-to-stock conversion of Century Bank. We are offering our shares of common stock for sale on a priority basis in a subscription offering and, if necessary, in a community and/or syndicated community offering. In addition to the shares we are offering to our eligible depositors, our tax-qualified benefit plans and to the public in our initial public offering, we will be offering shares of our common stock to shareholders of Liberty Bank in connection with the merger of Liberty Bank with and into Century Bank. Liberty Bank shareholders may elect to exchange each share of their Liberty Bank common stock for either $45.00 in cash or 4.5 shares of Century Commercial Bancorp stock, provided that 50% of the Liberty Bank common stock must be exchanged for Century Commercial Bancorp common stock. Based on the shares of Liberty Bank common stock outstanding on September 30, 2007, and assuming the exercise of all outstanding options, of Liberty Bank common stock at September 30, 2007, 1,946,563 shares of Century Commercial Bancorp common stock will be issued to Liberty Bank shareholders in the merger. Liberty Bank shareholders will receive a separate proxy statement/prospectus explaining the merger in more detail. In the event that we are unable to complete our initial stock offering, we will terminate the merger. We expect that our shares of common stock will be listed on the Nasdaq Capital Market under the symbol “CENB.”

If you are or were a depositor of Century Bank, you may have priority rights to purchase shares of our common stock. If you are a participant in The Century Bank 401(k) Plan, you may direct that up to 100% of your 401(k) Plan account balance be invested in shares of Century Commercial Bancorp common stock. You will receive a separate supplement to this prospectus that describes your rights under your 401(k) Plan. If you fit none of the categories above, but are interested in purchasing shares of our common stock, you may have an opportunity to purchase shares of our common stock after priority orders are filled.

We are offering up to 2,645,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 1,955,000 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines that our market value has increased, we may sell up to 3,041,750 shares without giving you further notice or the opportunity to change or cancel your order.

The offering is scheduled to terminate at 12:00 noon, Eastern time, on , 2008. We may extend this termination date without notice to you until , 2008. Funds received before completion of the offering will be maintained at Century Bank or, at our discretion, in an escrow account at an independent insured depository institution. All funds received will earn interest at our statement savings rate, which is currently 0.75% per annum.

The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond , 2008. If we extend the offering beyond , 2008, we will give subscribers an opportunity to change, cancel or maintain their stock orders. If we terminate the offering because we fail to sell the minimum number of shares, or for any other reason, we will promptly return your funds with interest at our statement savings rate.

Stifel, Nicolaus & Company, Incorporated will use its best efforts to assist us in our selling efforts, but is not required to sell any specific number or dollar amount of common stock or to purchase any of the common stock that is offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. All shares offered for sale are offered at a price of $10.00 per share.

We expect our current directors and executive officers, together with their associates, to subscribe for 130,000 shares in the aggregate, which equals 4.9% of the shares offered for sale at the maximum of the offering range.

This investment involves a degree of risk, including the possible loss of principal.

Please read “ Risk Factors” beginning on page 17.

OFFERING SUMMARY

Price Per Share: $10.00


	Minimum		Maximum		Maximum, as adjusted
Number of shares offered for sale		1,955,000		2,645,000		3,041,750
Maximum number of shares to be issued to Liberty Bank shareholders		1,946,563		1,946,563		1,946,563
Gross offering proceeds	$	19,550,000	$	26,450,000	$	30,417,500
Estimated offering expenses, excluding underwriting fees	$	1,100,000	$	1,100,000	$	1,100,000
Estimated underwriting fees (1)	$	155,000	$	219,000	$	256,000
Estimated net proceeds	$	18,295,000	$	25,131,000	$	29,061,500
Estimated net proceeds per share	$	9.36	$	9.50	$	9.55

(1)

Stifel, Nicolaus & Company, Incorporated will receive a fee equal to 1.0% of the aggregate dollar amount of the shares of common stock sold in the offering, excluding shares sold to the employee stock ownership plan, our officers, employees and directors and members of their immediate families, and shares issued in the merger.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

For assistance, please contact our Stock Information Center at ( ) - (local) or (800) - (toll free).

Stifel Nicolaus

The date of this prospectus is , 2008

[Map of Ohio counties showing office locations of Century Bank and separately identifying the branch offices of Liberty Bank appears here]

Table of Contents


		Page
SUMMARY		1

RISK FACTORS		17

FORWARD-LOOKING STATEMENTS		24

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF CENTURY BANK		26

SELECTED FINANCIAL AND OTHER DATA OF LIBERTY BANK		28

RECENT DEVELOPMENTS OF CENTURY BANK		30

RECENT DEVELOPMENTS OF LIBERTY BANK		36

SUMMARY SELECTED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA		42

USE OF PROCEEDS		43

OUR DIVIDEND POLICY		46

MARKET FOR COMMON STOCK OF CENTURY COMMERCIAL BANCORP		47

CAPITALIZATION		48

REGULATORY CAPITAL COMPLIANCE		50

PRO FORMA DATA		52

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTURY BANK		93

BUSINESS OF CENTURY COMMERCIAL BANCORP, INC. AND CENTURY BANK		113

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LIBERTY BANK		133

BUSINESS OF LIBERTY BANK		159

MANAGEMENT		164

SUBSCRIPTIONS BY EXECUTIVE OFFICERS AND DIRECTORS		176

REGULATION AND SUPERVISION		177

TAXATION		182

THE ACQUISITION OF LIBERTY BANK		183

THE CONVERSION AND STOCK OFFERING		196

RESTRICTIONS ON ACQUISITION OF CENTURY COMMERCIAL BANCORP AND CENTURY BANK		217

DESCRIPTION OF CENTURY COMMERCIAL BANCORP CAPITAL STOCK		220

TRANSFER AGENT AND REGISTRAR		221


REGISTRATION REQUIREMENTS		221

LEGAL AND TAX OPINIONS		221

EXPERTS		222

WHERE YOU CAN FIND MORE INFORMATION		222

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CENTURY BANK AND SUBSIDIARY		F-1

INDEX TO FINANCIAL STATEMENTS OF LIBERTY BANK		G-1

SUMMARY

This summary highlights material information from this document and may not contain all the information that is important to you. To understand the conversion, the stock offering and the merger fully, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements. For assistance, please call our Stock Information Center at (800) - (toll free).

The Companies

Century Commercial Bancorp, Inc.

Century Bank

1640 Snow Road

Parma, Ohio 44134

(216) 351-7000

Century Commercial Bancorp, Inc. is a newly chartered Maryland corporation that was formed by Century Bank to be the holding company of Century Bank upon completion of its conversion from the mutual to the stock form of organization. Century Commercial Bancorp has had no operations to date and has never issued any capital stock. This stock offering is being made by Century Commercial Bancorp. Upon completion of the conversion and stock offering, Century Commercial Bancorp will own all of Century Bank’s outstanding capital stock.

On November 27, 2007, we entered into an Agreement and Plan of Merger pursuant to which Century Bank will acquire Liberty Bank, a national banking association headquartered in Beachwood, Ohio with total assets of $228.0 million as of September 30, 2007. As part of the acquisition, Liberty Bank will merge with and into Century Bank, with Century Bank as the resulting entity. In the future, Century Commercial Bancorp may acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.

Century Bank is a federally chartered mutual savings bank that operates from five full-service locations in Cuyahoga, Lake and Medina Counties of Ohio. We offer a variety of deposit and loan products to individuals and small businesses, most of which are located in our primary market area, which consists of northeast Ohio. The acquisition of Liberty Bank will expand our market presence in Cuyahoga and Summit Counties, Ohio. At September 30, 2007, Century Bank had total assets of $146.1 million, deposits of $129.5 million and total equity of $15.5 million. In connection with this offering, Century Bank is converting from the mutual to the stock form of organization.

Our website address is www.centurybankoh.com. Information on our website should not be considered a part of this prospectus.

Acquisition of Liberty Bank

Immediately following completion of the offering, and on the same date, Century Bank will acquire Liberty Bank by merging Liberty Bank with and into Century Bank. In connection with the merger, Liberty Bank’s shareholders will be given the opportunity to exchange each of their shares of Liberty Bank common stock for $45.00 in cash or 4.5 shares of Century Commercial Bancorp common stock, provided that 50% of the Liberty Bank common stock must be exchanged for Century Commercial Bancorp common stock and subject to the election and proration procedures set forth in the merger agreement. The aggregate deal cost of the merger is approximately $38.9 million.

Assuming 1,946,563 shares of Century Commercial Bancorp common stock are issued to Liberty Bank shareholders in the merger, such shareholders will own between 49.9% and 39.0% of the total shares of Century Commercial Bancorp common stock outstanding, at the minimum and maximum, as adjusted of the offering range, respectively. In connection with the merger, ten current directors of Liberty Bank have been offered positions on the board of director of either Century Commercial Bancorp or Century Bank upon the completion of the merger. Pursuant to the merger agreement, we will also enter into employment agreements with William A. Valerian, Richard C. Ebner, James M. Hojnacki and Randall M. Behm, the Chairman, President and Chief Executive Officer; Chief Operating Officer and Chief Financial Officer; Executive Vice President and Chief Lending Officer; and Senior Vice President and Director of Student Lending of Liberty Bank, respectively, effective upon completion of the merger, to become executive officers of the combined institution.

Liberty Bank, a national banking association, is a full-service commercial bank that serves the banking needs of small to medium-sized businesses and individuals primarily in its market area of Cuyahoga and Summit Counties, Ohio. Liberty Bank’s primary business is offering a variety of insured deposit accounts and using such deposits to originate commercial real estate and commercial business loans, education loans, mortgage loans and other consumer loans. At September 30, 2007, Liberty Bank had total consolidated assets of $228.0 million, deposits of $205.5 million and shareholders’ equity of $20.1 million.

The merger will increase Century Bank’s deposit base and its loan portfolio, and provide Century Bank with greater access to commercial loan customers in Cuyahoga and Summit Counties, Ohio. In addition, the consideration to be paid to Liberty Bank shareholders in the merger will permit Century Bank to use a significant portion of the capital raised in the offering, while continuing to be a well-capitalized savings bank for regulatory purposes.

Failure to complete the offering will result in the termination of the merger, and failure to complete the merger will result in the termination of the offering.

The board of Directors of Century Bank considered the benefits of this offering without the merger and determined that the utilization of proceeds from the offering through the merger, in addition to the management expertise and lending capabilities to be acquired from Liberty Bank, outweighed the benefits of the offering without the merger.

Our Business Strategy (page )

Our business strategy is to operate and grow a profitable community-oriented financial institution. We plan to achieve this by:

•

pursuing new opportunities in our existing portfolio of residential mortgages, commercial real estate, and residential acquisition, development and construction loans, and offering the additional products our merger partner, Liberty Bank, provides, such as commercial business and education loans;

•

continuing to use prudent underwriting standards to maintain the quality of our loan portfolio;

•

building profitable business and consumer relationships by providing superior customer service with an emphasis on increasing our transaction deposit accounts;

•

increasing our non-interest income, through a broader range of products and services, including increased cash management services; and

•

expanding our franchise through acquisitions, including our merger with Liberty Bank, although there are no additional specific plans to do so at this time.

Market Area (page )

We are headquartered in Parma, Ohio, a suburb of Cleveland. We operate five full-service branch offices in Cuyahoga, Lake and Medina Counties, Ohio. Liberty Bank operates three branches in Cuyahoga and Summit Counties, Ohio.

We currently consider our primary market area to be northeast Ohio. The acquisition of Liberty Bank will enhance our market share and expand our presence into Summit County, Ohio. The economy in this market area is primarily based upon a variety of manufacturing and service businesses.

Regulation and Supervision (page )

Century Commercial Bancorp will be subject to regulation, supervision and examination by the Office of Thrift Supervision. Century Bank is also and will remain subject to regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation.

The Stock Offering (page )

Purchase Price (page )

The purchase price is $10.00 per share. You will not pay a commission to buy any shares in the offering.

Number of Shares to be Sold (page )

We are offering for sale between 1,955,000 and 2,645,000 shares of Century Commercial Bancorp common stock in this offering. The amount of capital being raised is based on an appraisal of Century Commercial Bancorp. Most of the terms of this offering are required by applicable regulations. With regulatory approval, we may increase the number of shares to be issued by 15% to 3,041,750 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Office of Thrift Supervision will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions.

How We Determined the Offering Range and the $10.00 Purchase Price (page )

We decided to offer between 1,955,000 and 2,645,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by Keller & Company, Inc., an appraisal firm experienced in appraisals of financial institutions. Keller & Company will receive fees totaling $65,000 for the preparation and delivery of the original appraisal report, plus reimbursement of out-of-pocket expenses and $3,000 for the preparation and delivery of each required updated appraisal report. Keller & Company estimates that, as of November 30, 2007, our pro forma market value was between $39,015,630 and $45,915,630, with a midpoint of $42,465,630. Our pro forma market value includes:

(1)

the total number of shares that will be sold in the offering; and

(2)

the total number of shares that will be issued to Liberty Bank shareholders in connection with the merger.

If, upon completion of the offering, we have received subscriptions for at least the minimum number of shares, Keller & Company, after taking into account factors similar to those involved in its initial appraisal, will determine its estimate of our pro forma market value as of the close of the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, Keller & Company determines that our pro forma market value has increased, we may sell up to 3,041,750 shares in the offering. In addition, should holders of all of the options to acquire Liberty Bank stock as of September 30, 2007 exercise those options prior to the completion of the merger, Century Commercial Bancorp may issue up to 1,946,563 shares of stock to complete the merger. If we sell 3,041,750 shares in the offering and issue 1,946,563 shares in the merger, the total pro forma market value may be increased to $49,883,130 without any further notice to you.

Based upon our pro forma market value, and taking into consideration the number of shares that must be issued to Liberty Bank shareholders pursuant to the merger agreement, the board of directors determined how many shares would be offered for sale in the offering. For a more detailed discussion of how many shares will be issued in the offering and the merger, see “Pro Forma Data—Analysis of Pro Forma Outstanding Shares of Century Commercial Bancorp Common Stock.”

In preparing its appraisal, Keller & Company considered the information in this prospectus, including our consolidated financial statements, as well as the impact of the merger with Liberty Bank. Keller & Company also considered the following factors, among others:

•

our historical, present and projected operating results and financial condition and the economic and demographic characteristics of our market area;

•

a comparative evaluation of the operating and financial statistics of Century Bank with those of other similarly situated, publicly traded savings banks and savings bank holding companies;

•

the effect of the capital raised in the offering on our net worth and earnings potential;

•

the trading market for securities of comparable institutions and general conditions in the market for such securities;

•

our proposed dividend policy; and

•

the effect of implementing our stock-based benefit plans.

Our board of directors determined that the common stock should be sold at $10.00 per share.

Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “tangible book value” and the ratio of the offering price to the issuer’s annual core earnings. Keller & Company considered these ratios in preparing its appraisal, among other factors. Tangible book value is the same as total equity, less intangible assets and represents the difference between the issuer’s tangible assets and liabilities. Annual core earnings, for purposes of the appraisal, is net earnings after taxes, excluding the after-tax portion of income from nonrecurring items. Keller & Company’s appraisal also incorporates an analysis of a peer group of publicly traded savings institutions and thrift holding companies that Keller & Company considered to be comparable to us.

The following table presents a summary of selected pricing ratios for the peer group companies and for Century Commercial Bancorp that Keller & Company used in its appraisal. The ratios for Century Commercial Bancorp are based on pro forma core earnings for the nine months ended September 30, 2007 annualized, including the merger with Liberty Bank, and pro forma book value and tangible book value as of September 30, 2007, including the merger with Liberty Bank. The ratios for the peer group are based on estimated core earnings for the twelve months ended September 30, 2007 and book value and tangible book value as of September 30, 2007 (using stock prices as of November 30, 2007).


	Price to Core Earnings Multiple	Price to Book Value Ratio	Price to Tangible Book Value Ratio
Century Commercial Bancorp (pro forma):
Minimum	23.35	78.99	113.89
Midpoint	24.80	80.94	113.76
Maximum	26.19	82.67	113.64
Maximum, as adjusted	27.71	84.44	113.53

Peer group companies as of November 30, 2007:
Average	21.29	111.59	136.80
Median	13.24	103.45	135.13

Compared to the median pricing ratios of the peer group at the maximum of the offering range, our stock would be priced at a premium of 21.1% to the peer group on a price-to-core earnings basis, a discount of 25.9% to the peer group on a price-to-book basis, and a discount of 16.9% to the peer group on a price-to-tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group based on a core earnings per share basis and more expensive than the peer group based on a book value per share basis and a tangible book value per share basis.

The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the offering.

How We Will Use the Proceeds of this Offering (page )

The following table summarizes how we will use the proceeds of this offering, based on the sale of shares at the minimum and maximum of the offering range.


	1,955,000 Shares at $10.00 per share			2,645,000 Shares at $10.00 per share
	(In thousands)
Gross offering proceeds	$	19,550		$	26,450
Less: offering expenses		(1,255	)		(1,319	)

Net offering proceeds		18,295			25,131
Less:
Proceeds contributed to Century Bank⁽¹⁾		(14,008	)		(19,725	)
Proceeds used for loan to employee stock ownership plan		(2,731	)		(3,214	)

Proceeds remaining for Century Commercial Bancorp	$	1,556		$	2,192

(1)	In addition, Century Bank will pay approximately $20.8 million for the cash portion of the merger consideration and merger related expenses.

Initially, Century Commercial Bancorp intends to invest in short-term liquid investments utilizing the proceeds it retains. In the future, Century Commercial Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities, deposit funds in Century Bank, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Century Bank intends to use the proceeds it receives to help finance the acquisition of Liberty Bank. Any additional proceeds received by Century Bank will be invested in short-term liquid investments. In the future, Century Bank may use the additional proceeds that it receives, if any, to fund new loans, open new branches, invest in securities and expand its business activities. Century Commercial Bancorp and Century Bank may also use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time.

Possible Change in the Offering Range (page )

Keller & Company will update its appraisal before we complete the offering. If, as a result of demand for the shares, regulatory considerations, or changes in market conditions, Keller & Company determines that our pro forma market value has increased, we may sell up to 3,041,750 shares in the offering without further notice to you. If our pro forma market value, excluding the shares issued in the merger, at that time is either below $19.6 million or above $30.4 million, then, after consulting with the Office of Thrift Supervision we may:

•

terminate the stock offering and promptly return all funds;

•

set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their purchase orders for shares of Century Commercial Bancorp’s common stock; or

•

take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Possible Termination of the Offering (page )

We must sell a minimum of 1,955,000 shares to complete the offering. If we terminate the offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at our savings account rate and we will cancel deposit account withdrawal authorizations.

After-Market Stock Price Performance Provided by Independent Appraiser

The appraisal prepared by Keller & Company includes examples of after-market stock price performance for standard thrift conversion offerings completed during the twenty-month period ended November 30, 2007. The following table presents stock price appreciation information for all standard mutual-to-stock conversions completed between June 30, 2006, and November 30, 2007. These companies did not constitute the group of ten comparable public companies that Keller & Company used in its appraisal analysis because, in part, a number of the companies in the comparable group converted well before 2006.

Mutual-to-Stock Conversion Offerings with Closing Dates between June 30, 2006 and November 30, 2007


		Appreciation from Initial Trading Date
Transaction	Conversion Date	1 day		1 week		1 month		Through November 30, 2007
Newport Bancorp, Inc.	07/06/06	28.00	%	27.05	%	31.70	%	19.00	%
Chicopee Bancorp, Inc.	07/20/06	44.60		44.70		45.20		34.30
Hampden Bancorp, Inc.	01/17/07	28.20		24.50		23.40		3.10
CMS Bancorp, Inc.	04/04/07	5.70		5.20		3.20		—
ESSA Bancorp, Inc.	04/04/07	17.80		21.50		14.60		11.50
Quaint Oak Bancorp, Inc.	07/05/07	(2.00	)	(9.50	)	(11.00	)	(2.00	)
Louisiana Bancorp, Inc.	07/10/07	9.50		3.00		9.40		3.70
First Advantage Bancorp	11/30/07	11.70		NA		NA		11.70

Average				17.94	%	16.64	%	16.64	%
Median				14.75	%	21.50	%	14.60	%

This table is not intended to be indicative of how our stock may perform. Furthermore, this table presents only short-term price performance with respect to several companies that only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies.

Stock price appreciation is affected by many factors, including, but not limited to, general market and economic conditions, the interest rate environment, the amount of proceeds a company raises in its offering and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Century Commercial Bancorp, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for Century Commercial Bancorp’s common stock and the market conditions in which these offerings were completed were, in some cases, different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings.

Keller & Company advised the board of directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of ten comparable public companies whose stocks have traded for at least one year prior

to the valuation date, and as a result of this analysis, Keller & Company determined that our pro forma price-to-earnings multiples were higher than the peer group companies and our pro forma price-to-book value ratios were lower than the peer group companies. See “—How We Determined the Offering Range and the $10.00 Purchase Price.” Keller & Company also advised the Board of Directors that the aftermarket trading experience of thrift conversion offerings completed during the twenty-month period ended November 30, 2007 was considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology. There were eight standard mutual-to-stock conversion offerings completed during the twenty-month period ended November 30, 2007.

Our board of directors carefully reviewed the information provided to it by Keller & Company through the appraisal process, but did not make any determination regarding whether prior standard mutual-to-stock conversions have been undervalued, nor did the board of directors draw any conclusions regarding how the historical data reflected above may affect Century Commercial Bancorp’s appraisal. Instead, we engaged Keller & Company to help us understand the regulatory process as it applies to the appraisal and to advise the board of directors as to how much capital Century Commercial Bancorp would be required to raise under the regulatory appraisal guidelines.

There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for some mutual-to-stock conversions. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page __.

Conditions to Completing the Offering (page )

We are conducting the offering under the terms of our plan of conversion from mutual to stock form of organization. We cannot complete the offering unless we sell at least the minimum number of shares offered. We must also receive member approval of the conversion as well as the final approval of the Office of Thrift Supervision to establish Century Commercial Bancorp as the savings and loan holding company of Century Bank, and to complete the conversion and the offering.

Reasons for the Offering (page )

Our primary reasons for the conversion and offering are to:

•

issue stock and raise capital to provide the stock and funds necessary to acquire Liberty Bank, and to support the future growth of Century Bank;

•

improve profitability and earnings by investing and leveraging the offering proceeds, primarily through the acquisition of Liberty Bank and also through traditional lending activities, including education loans;

•

continue to improve our deposit and loan mix through the acquisition of Liberty Bank; and

•

implement equity compensation plans to attract and retain qualified directors, officers and employees.

Benefits of the Offering to Management and Potential Dilution to Stockholders Following the Conversion (pages to )

We intend to adopt the stock benefit plans described below. Century Commercial Bancorp will recognize compensation expense related to an employee stock ownership plan and one or more stock-based benefit plans. The actual expense will depend on the market value of Century Commercial Bancorp’s common stock and, with respect to the employee stock ownership plan, will fluctuate in response to changes in the trading price of Century Commercial Bancorp’s common stock, increasing if the trading price increases. As indicated under “Pro Forma Data,” based upon assumptions set forth therein, the annual pre-tax expense related to the employee stock ownership plan and the stock-based benefit plans would be $175,000 and $665,000, respectively, assuming shares are sold in the offering at the maximum, as adjusted, of the offering range and shares have a value of $10.00 per share. See “Pro Forma Data” for a detailed analysis of the expenses of each of these plans.

Employee Stock Ownership Plan. We intend to establish an employee stock ownership plan that will purchase an amount of shares equal to 7% of the total shares of common stock issued in the stock offering, including shares issued to Liberty Bank’s shareholders in the merger, or 321,409 shares of common stock, assuming we sell the maximum number of shares proposed to be sold. This plan is a tax-qualified retirement plan for the benefit of all of our employees. Purchases by the employee stock ownership plan will be included in determining whether the required minimum number of shares has been sold in the offering. The plan will use the proceeds from a 20-year loan from Century Commercial Bancorp to purchase these shares. As the loan is repaid and shares are released as collateral, the shares will be allocated to the accounts of employee participants. Allocations will be based on a participant’s individual compensation as a percentage of total compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. Assuming the employee stock ownership plan purchases 321,409 shares in the offering, we will recognize additional pre-tax compensation expense of $3.2 million over a 20-year period, assuming the shares of common stock have a fair market value of $10.00 per share for the full 20-year period. If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly. See “Pro Forma Data” for an illustration of the effects of this plan.

Stock-Based Benefit Plans. In addition to shares purchased by the employee stock ownership plan, we intend to grant stock options and stock awards under one or more stock-based benefit plans that we intend to implement no sooner than six months after the completion of the conversion. Stockholder approval of these plans will be required. The stock-based benefit plan will reserve a number of shares equal to 3% of the shares issued in the stock offering, including shares issued in the merger to Liberty Bank’s shareholders, or up to 137,747 shares of common stock at the maximum of the offering range, for awards of restricted stock to employees and directors, at no cost to the recipients. In addition, the stock-based benefit plans will reserve a number of shares equal to not more than 10% of the shares of common stock issued in the stock offering, including shares issued to Liberty Bank’s shareholders in the merger, or up to 459,156 shares of common stock at the maximum of the offering range, for employees and directors upon their exercise of stock options. If Century Bank has a 10% or greater leverage capital ratio at the time we submit these plans to stockholders for approval, we may increase the 3% restricted stock plan to 4%.

If 3% of the shares of common stock issued in the offering, including shares issued to Liberty Bank’s shareholders in the merger, are awarded under the restricted stock portion of our stock-based benefit plans and come from authorized but unissued shares of common stock, shareholders would experience dilution of approximately 2.9% of their ownership interest in Century Commercial Bancorp. If 10% of the shares of common stock issued in the offering, including shares issued to Liberty Bank’s shareholders in the merger are issued upon the exercise of options granted under the stock-based benefit

plans and come from authorized but unissued shares of common stock, shareholders would experience dilution of their ownership interest in Century Commercial Bancorp of approximately 9.1%. Awards made under these plans would be subject to vesting over a period of years.

The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that are available under the stock-based benefit plans. The table shows the dilution to shareholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all employees. A portion of the stock grants shown in the table below may be made to non-management employees.


	Number of Shares to be Granted or Purchased				Dilution Resulting From Issuance of Shares for Stock-Based Benefit Plans		Value of Grants (1)
	At Minimum of Offering Range	At Maximum of Offering Range	As a Percentage of Common Stock Outstanding (2)				At Minimum of Offering Range		At Maximum of Offering Range
	(Dollars in thousands)
Employee stock ownership plan	273,109	321,409	7.0	%	—	%	$	2,371	$	3,214
Stock awards	117,047	137,747	3.0		2.9	%		1,170		1,377
Stock options	390,156	459,156	10.0		9.1	%		1,432		1,685

Total	780,312	918,312	20.0	%	11.5	%	$	4,973	$	6,276

(1)

The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $3.67 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of 0%; an expected option life of 10 years; a risk-free interest rate of 4.53%; and a volatility rate of 8.1% based on an index of publicly traded thrift institutions. The actual expense of the stock option plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted which may or may not be Black-Scholes.

(2)	Including shares issued to Liberty Bank shareholders in the merger.

The value of the shares of restricted common stock will be based on the price per share of our common stock at the time those shares are granted, which, subject to shareholder approval, cannot occur until at least six months after the completion of the conversion. The following table presents the total value of all shares of restricted common stock to be available for award and issuance under the stock-based benefit plans, assuming the stock-based benefit plans award shares of restricted common stock equal to 3% of the total outstanding shares after completion of the conversion, including shares issued in the merger, and the shares for the plans are issued in a range of market prices from $8.00 per share to $14.00 per share.


Share Price		117,047 Shares Awarded at Minimum of Offering Range		127,697 Shares Awarded at Midpoint of Offering Range		137,747 Shares Awarded at Maximum of Offering Range		149,649 Shares Awarded at Maximum of Offering Range, As Adjusted
(In thousands, except share price information)
$	8.00	$	936	$	1,022	$	1,102	$	1,197
	10.00		1,170		1,277		1,377		1,496
	12.00		1,405		1,532		1,653		1,796
	14.00		1,639		1,788		1,928		2,095

The grant-date fair value of the options granted under the stock-based benefit plans will be based, in part, on the price per share of our common stock at the time the options are granted, which, subject to stockholder approval, cannot occur until at least six months after the completion of the conversion. The value will also depend on the various assumptions utilized in the option-pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plans, assuming the stock-based benefit plans award options equal to 10% of the outstanding shares of common stock after completion of the conversion, including shares issued in the merger, assuming the range of market prices for the shares are $8.00 per share to $14.00 per share at the time of the grant.


Exercise Price		Grant-Date Fair Value Per Option		390,156 Options at Minimum of Offering Range		424,656 Options at Midpoint of Offering Range		459,156 Options at Maximum of Offering Range		498,831 Options at Maximum of Offering Range, as Adjusted
(In thousands, except share price information)
$	8.00	$	2.94	$	1,147	$	1,248	$	1,350	$	1,467
	10.00		3.67		1,432		1,558		1,685		1.831
	12.00		4.41		1,721		1,873		2,025		2,200
	14.00		5.14		2,005		2,183		2,360		2,564

The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below $8.00 or above $14.00 per share. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors.”

Employment Agreements. We have entered into employment agreements with Jeffrey J. Calabrese, our Chief Executive Officer, and James Madrzak, our Chief Lending Officer. Pursuant to the merger agreement with Liberty Bank, we have also entered into employment agreements with William A. Valerian, Chairman, President and Chief Executive Officer, Richard C. Ebner, Chief Operating and Chief Financial Officer, James M. Hojnacki, Executive Vice President and Chief Lending Officer, and Randall M. Behm, Senior Vice President and Director of Student Lending of Liberty Bank, effective upon completion of the merger, all of whom will become executive officers of the combined institution.

The Offering Will Not be Taxable to Persons Receiving Subscription Rights (page )

As a general matter, the offering will not be a taxable transaction for purposes of federal or state income taxes to persons who receive or exercise subscription rights. We have received an opinion from our counsel, Silver, Freedman & Taff, L.L.P., that for federal income tax purposes:

•

it is more likely than not that the depositors of Century Bank will not realize any income upon the issuance or exercise of the subscription rights; and

•

it is more likely than not that the tax basis to the purchasers in the offering will be the amount paid for our common stock, and that the holding period for shares of common stock will begin on the date of completion of the offering.

Persons Who Can Order Stock in the Offering (page )

We have granted rights to subscribe for shares of Century Commercial Bancorp common stock in a “subscription offering” in the following order of priority:

(1)

Depositors of Century Bank with balances aggregating $50 or more as of the close of business on September 30, 2006.

(2)

The tax-qualified employee benefit plans of Century Bank (consisting of our employee stock ownership plan).

(3)

Depositors of Century Bank with balances aggregating $50 or more as of the close of business on December 31, 2007.

(4)

Borrowers from Century Bank as of July 10, 1989 who continue to be borrowers as of , 2008 and Century Bank’s depositors as of , 2008, who were not eligible to subscribe for shares under categories 1 and 3.

If we receive subscriptions for more shares than are to be sold in the offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of conversion. See “The Conversion and Stock Offering—Subscription Offering and Subscription Rights” for a description of the allocation priorities and procedures.

We may offer shares not sold in the subscription offering to the general public in a “community offering” that can begin concurrently with, during or immediately following the subscription offering. Orders received in the community offering will be subordinate to subscription offering orders. Natural persons who are residents of Cuyahoga, Lake or Medina Counties, Ohio will have first preference to purchase shares in the community offering, and remaining shares will be available to the general public. Shares of common stock not purchased in the subscription offering or the community offering may be offered for sale through a “syndicated community offering” managed by Stifel, Nicolaus & Company, Incorporated. We have the right to accept or reject, in whole or in part, in our sole discretion, orders we receive in the community offering and syndicated community offering.

Subscription Rights are Not Transferable (page )

You are not allowed to transfer your subscription rights to purchase shares in the subscription offering, and we will act to ensure that you do not do so. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person to sell or transfer subscription rights or the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal law and may be subject to civil enforcement actions or criminal prosecution.

How to Purchase Common Stock (page )

In the subscription offering and the community offering, you may pay for your shares by:

(1)

personal check, bank check or money order made payable directly to Century Commercial Bancorp, Inc. (third-party checks of any type will not be accepted); or

(2)

authorizing us to withdraw money from your Century Bank deposit account(s), other than accounts with check-writing privileges, or individual retirement accounts (“IRAs”). To use funds from accounts with check-writing privileges, please submit a check. To use IRA funds, please see the next section.

(3)

Century Bank is not permitted to knowingly lend funds (including funds drawn on a Century Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering. Also, payment may not be made by cash or wire transfer.

Checks and money orders will be immediately cashed, so the funds must be available within the account when we receive your stock order form and personal check. Do not overdraw your account. The funds will be deposited by us into a Century Bank segregated account, or at our discretion, at another insured depository institution. We will pay interest at Century Bank’s statement savings rate from the date those funds are processed until completion or termination of the offering. Withdrawals from certificates of deposit at Century Bank for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Century Bank must be available in the deposit accounts at the time the stock order form is received. A hold will be placed on the amount of funds designated on your stock order form. Those funds will be unavailable to you during the offering; however, the funds will not be withdrawn from the account until the offering is completed and will continue to earn interest at the applicable contractual deposit account rate until the completion of the offering. If, upon a withdrawal from a certificate account, the balance falls below the minimum balance requirement, the remaining funds will earn interest at the statement savings rate.

You may submit your stock order form in one of three ways: by mail, using the order reply envelope provided; by overnight courier to the address indicated on the stock order form; or by taking the stock order form and payment to our Stock Information Center, which is located at 1640 Snow Road, Parma, Ohio. Stock order forms may not be hand-delivered to our banking offices. Our banking offices will not have offering materials on hand. Once submitted, your order is irrevocable. We are not required to accept copies or facsimiles of stock order forms.

Using IRA Funds to Purchase Shares in the Offering (page )

You may be able to subscribe for shares of common stock using funds in your IRA. If you wish to use some or all of the funds in your Century Bank IRA, the applicable funds must first be transferred to a self-directed account maintained by an independent trustee or custodian, such as a brokerage firm. An annual fee may be payable to the new trustee. If you do not have such an account, you will need to establish one and transfer your Century Bank IRA funds before placing your stock order. Our Stock Information Center can give you guidance in this regard. Because processing this type of order takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the , 2008 offering deadline. We cannot guarantee that you will be able to use your IRA funds held at Century Bank or elsewhere to purchase shares of common stock in the offering. Whether you may use retirement funds for the purchase of shares in the stock offering will depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

Purchase Limitations (page )

The minimum number of shares of common stock that may be purchased is 25. Generally, no individual may purchase more than 25,000 shares ($250,000) of common stock. If any of the following persons purchases shares of common stock, their purchases, when combined with your purchases, cannot exceed 50,000 shares ($500,000) in all categories of the offering, combined:

•

your parents, spouse, sisters, brothers, children or anyone married to one of the foregoing persons who is living in your household;

•

most companies, trusts or other entities in which you are a trustee, have a substantial interest or hold a senior management position; or

•

other persons who may be your associates or persons acting in concert with you.

See the detailed descriptions of “acting in concert” and “associate” in “The Conversion and Stock Offering—Limitations on Purchases of Shares.” In addition, no person, alone or combined with the persons set forth above, may hold immediately upon consummation of the offering and the merger more than 5% of the outstanding shares of the Century Commercial Bancorp.

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to this overall purchase limitation. We have the right to determine, in our sole discretion, whether prospective purchasers are “associates” or “acting in concert.”

Subject to regulatory approval, we may increase or decrease the purchase limitations at any time. Our tax-qualified employee benefit plans, including our employee stock ownership plan, are authorized to purchase up to 10% of the shares issued in the offering, including shares issued in the merger, without regard to these purchase limitations.

Deadline for Ordering Stock (page )

The subscription offering will end at 12:00 noon, Eastern time, on , 2008. If you intend to purchase shares, a properly completed and signed original stock order form, together with full payment for the shares of common stock, must be received by us (not postmarked) no later than this time. We expect that the community offering will terminate at the same time. We may extend the offering without notice to you until , 2008. If regulatory approval of an extension beyond , 2008 is granted, we will notify all subscribers of the extension and of the duration of any extension that has been granted, and subscribers will have the right to confirm, modify or rescind their purchase orders. However, if you do not respond to this notice, we will promptly return your funds with interest at our statement savings rate or cancel your deposit account withdrawal authorization. No single subsequent extension may be for more than 90 days. If we are unable to sell at least 1,955,000 shares or intend to sell more than 3,041,750 shares (in each case not taking into account shares to be issued in the merger), we may promptly set a new offering range and all subscribers will be notified and given the opportunity to confirm, change or cancel their orders, as described above.

Purchases and Stock Elections by Directors and Executive Officers (page )

We expect that our directors and executive officers, together with their associates, will subscribe for 130,000 shares, in the aggregate, which equals 6.6% of the shares offered for sale at the minimum of the offering range and 4.9% of the shares offered for sale at the maximum of the offering range. Our directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of conversion. Purchases by our directors and executive

officers will count towards the minimum number of shares we must sell to close the offering. In addition, the directors or executive officers of Liberty Bank who will become directors or executive officers of Century Commercial Bancorp and/or Century Bank following the merger, beneficially owned as of , 2008, 270,356 shares of Liberty Bank common stock in the aggregate, which included 114,365 shares of Liberty Bank common stock issuable upon the exercise of outstanding options. In the event these individuals choose to elect shares of Century Commercial Bancorp in exchange for their shares of Liberty Bank common stock in the merger, they could receive a maximum of 608,296 shares of Century Commercial Bancorp stock in the merger, which equals 15.6% of the total shares of Century Commercial Bancorp that would be outstanding following the offering and the merger, at the minimum of the offering range, based on the exchange of 50% of the Liberty Bank stock for cash and 50% of the Liberty Bank stock for Century Commercial Bancorp common stock.

Market for Century Commercial Bancorp’s Common Stock (page )

We anticipate that the shares of common stock sold in the offering and issued to the shareholders of Liberty Bank in the merger will be listed on the Nasdaq Capital Market under the symbol “CENB.” Stifel, Nicolaus & Company, Incorporated currently intends to become a market maker in the common stock, but it is under no obligation to do so.

Century Commercial Bancorp’s Dividend Policy (page )

We have not determined whether we will pay dividends on the common stock. After the offering, we will consider a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition. Initially, our ability to pay dividends will be limited to the net proceeds of the offering retained by Century Commercial Bancorp and earnings from the investment of such proceeds. At the maximum of the offering range, Century Commercial Bancorp will retain approximately $2.2 million of the net proceeds. Additionally, funds could be contributed from Century Bank through dividends; however, the ability of Century Bank to dividend funds to Century Commercial Bancorp is subject to regulatory limitations described in more detail in “Our Dividend Policy.”

Each Share of Liberty Bank Common Stock Will be Exchanged for $45.00 in Cash or 4.5 shares of Century Commercial Bancorp Stock (page )

Upon the completion of the merger, each share of Liberty Bank common stock will automatically be converted into the right to receive $45.00 in cash or 4.5 shares of Century Commercial Bancorp common stock, provided that 50% of Liberty Bank common stock must be exchanged for Century Commercial Bancorp common stock with the remainder being exchanged for cash, and subject to the election and proration procedures set forth in the merger agreement. Based upon the number of issued and outstanding shares of Liberty Bank’s common stock at September 30, 2007 and the exchange ratio of 4.5 shares of Century Commercial Bancorp common stock for each share of Liberty Bank common stock, it is expected that 1,534,986 shares (or up to 1,946,563 shares, assuming the exercise of all outstanding options to purchase shares of Liberty Bank common stock) of Century Commercial Bancorp will be exchanged for Liberty Bank shares in connection with the merger.

Neither Century Commercial Bancorp nor Liberty Bank is making any recommendation whether Liberty Bank shareholders should elect to receive cash or stock in the merger. The United States federal income tax treatment for Liberty Bank shareholders will depend primarily on whether a shareholder exchanges Liberty Bank shares solely for cash, stock or a combination of both.

Unexercised options to purchase Liberty Bank common stock will be cancelled in the merger and option holders will receive a cash payment equal to the difference between $45.00 and the exercise price of each stock option multiplied by the number of options held.

Conditions to Completing the Merger (page )

We cannot complete the merger unless we receive the approval of the Office of Thrift Supervision. Additionally, we cannot complete the merger if the stock offering is not approved. Therefore, we cannot complete the merger without Office of Thrift Supervision approval of the conversion and stock offering as well as Office of Thrift Supervision approval of Century Commercial Bancorp as the savings and loan holding company of Century Bank. We have made the necessary filings with, and have received conditional approval from, the Office of Thrift Supervision for the stock offering. Finally, eligible members of Century Bank must approve the plan of conversion.

In addition, we cannot complete the merger unless Liberty Bank’s shareholders approve the merger agreement and we complete the conversion and stock offering. Liberty Bank’s shareholders will vote on the merger at a meeting to be held on , 2008. Each director and executive officer of Liberty Bank has signed an agreement to vote his shares of Liberty Bank common stock in favor of the merger. In the aggregate, at , 2008 Liberty Bank directors and executive officers owned approximately 26.4% of the outstanding Liberty Bank common stock.

Delivery of Stock Certificates (page )

Certificates representing shares of common stock issued in the offering will be mailed to purchasers at the address provided by them on the stock order form as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals. Unless certificates for common stock are available and delivered to purchasers, purchasers may not be able to sell their shares even though trading of the common stock will have commenced.

Stock Information Center

If you have any questions regarding the offering, please call the Stock Information Center at ( ) - (local) or (800) - (toll free). You may also visit the Stock Information Center, which is located at 1640 Snow Road, Parma, Ohio. The Stock Information Center is open Monday through Friday, except for bank holidays, from 10:00 a.m. to 4:00 p.m., Eastern time.

RISK FACTORS

You should consider carefully the following risk factors in evaluating an investment in the shares of common stock.

Risks Related to Our Business

Changing interest rates may decrease our profits and asset values.

The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States. Its policies determine, in large part, the cost of funds for lending and investing and the yield earned on those loans and investments, both of which impact the net interest margin. Between June 30, 2004 and December 31, 2006 the Federal Open Market Committee of the Federal Reserve Bank (“FOMC”) adopted a policy of monetary tightening through 17 consecutive federal funds rate increases in 25 basis point increments from 1.00% to 5.25%. They have recently adopted an easing bias in response to the current state of the national economy and housing market. On September 18, 2007, the Federal Reserve decreased the benchmark rate by 50 basis points and followed that up with two subsequent decreases in the federal funds rate in 25 basis point increments, bringing the target rate to 4.25% as of the December 11, 2007 Committee meeting.

While a decline in the federal funds rate typically has had the effect of decreasing short-term market interest rates, which we use as a guide to price our deposits, the increasingly competitive banking environment has not allowed us to lower deposit rates commensurate with the lower rate environment. Additionally, the lower rate environment coupled with the competitive landscape has caused downward pressure on the yields that we generate on our loans. We expect the operating environment to remain very challenging in the near term, which could cause us to experience a compression of our interest rate spread and net interest margin. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Century Bank – Management of Market Risk.”

Our emphasis on commercial real estate loans and acquisition, development and construction loans may expose us to increased lending risks.

At September 30, 2007, $56.8 million, or 47.6%, of our gross loan portfolio consisted of commercial real estate loans and acquisition, development and construction loans. In addition, at September 30, 2007, Liberty Bank had commercial and commercial real estate loans of $59.7 million, or 38.0% of Liberty Bank’s total loan portfolio including loans held for sale, which loans will become part of Century Bank’s loan portfolio after the merger is completed.

Most of our loan originations in recent years have been commercial real estate and acquisition, development and construction loans and we intend to continue to emphasize these types of lending. Multi-family and commercial real estate loans and acquisition, development and construction loans generally expose a lender to a greater risk of loss than one- to four-family residential loans. Repayment of multi-family and commercial real estate loans generally depends, in large part, on sufficient income from the property or the borrower’s business, respectively, to cover operating expenses and debt service. Multi-family and commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Changes in economic conditions that are beyond the control of the borrower and lender could affect the value of the security for the loan, the future cash flow of the affected property, or the marketability of a project with respect to loans originated for the acquisition, development and construction of a project. See “Business of Century Commercial Bancorp and Century Bank—Lending Activities” and “Business of Liberty Bank —Lending Activities.”

Liberty Bank’s emphasis on education lending may expose us to increased risks, such as the inability to sell these loans in the secondary market.

Education loans have historically been sold into large pools in connection with securitization transactions completed by major national and international investment firms. With the deterioration in the national and international credit markets, the securitization market has been disrupted. Currently, the major investment firms are placing these loans into portfolio, pending improvement in the securitization market. Unless the securitization market normalizes, the secondary market for education loans will be limited, which could adversely impact the volume and profitability of Liberty Bank’s education lending program.

Liberty Bank is reducing its reliance on a single relationship to originate education loans, which could reduce our profits.

Education loans have historically been originated by Liberty Bank solely through one relationship. While Liberty Bank has signed agreements with other sources of education loans, it has only originated a limited amount of loans through these sources to date. While diversifying the origination sources of education loans reduces concentration risk, it exposes us to the procedures and practices of additional marketing agents that could adversely impact our reputation if these practices do not meet our standards. In addition, the level of collateral provided by these marketing agents may not provide as much security as that provided by our original marketing agent, exposing us to additional risk of loss on these loans.

Future legislation could adversely impact our education lending program and reduce our profits.

There is a risk that the private student loan market will be impacted by legislation which may be enacted. Any such legislation could impact the origination or sales process in a manner which could adversely impact Liberty Bank’s education lending program. In September, 2007, federal legislation was enacted which reduced the interest rate on education loans originated under the federal government’s program. While Liberty Bank does not participate in this program, our marketing agents and purchasers of our loans do participate. A reduction in the profitability of these government sponsored loans could reduce the profitability of these loans to our marketing agents and loan purchasers, which could reduce their financial strength. This could ultimately reduce the ability of our marketing agents and loan purchasers to participate in non-governmental education loan programs with Liberty Bank.

A downturn in the local economy or a decline in real estate values would reduce our profits.

A majority of our loans, including our multi-family and commercial real estate and acquisition, development and construction loans, are secured by real estate or made to businesses in our local market area. As a result of this concentration, a downturn in the local economy could cause significant increases in nonperforming loans, which would reduce our profits. In recent years, there has been a decrease in real estate values in our market area. A further decline in real estate values could cause some of our mortgage

loans to become inadequately collateralized, which would expose us to a greater risk of loss. Additionally, a decline in real estate values could adversely affect our portfolio of multi-family and commercial real estate loans, and could result in a decline in the origination of such loans. For a discussion of our market areas, see “Business of Century Commercial Bancorp, Inc. and Century Bank—General.”

Difficult conditions in the housing industry and mortgage market may have an adverse effect on our profitability.

In recent years, historically low interest rates and relatively easy credit terms for prime and subprime borrowers fueled significant increases in housing prices in many markets nationwide. In part because of an increase in adjustable mortgage interest rates for many borrowers during 2007, delinquencies and foreclosures have risen significantly in the past year, and housing prices have stabilized or declined in many markets.

The decline in collateral values has in turn escalated the pressures on consumers and mortgage lenders, and the mortgage-backed securities market has experienced considerable difficulty. Also, new home construction has slowed dramatically, as the absorption rate of existing home inventory has slowed.

Although we have never participated in subprime lending, we have participated in residential construction lending, and some of our borrowers are experiencing difficulties in the current market environment. If credit market and housing market conditions continue to deteriorate, we expect to experience increased loan charge-offs, which will decrease our profitability.

Strong competition within our market area could reduce our profits and slow growth.

We face intense competition in making loans, attracting deposits and hiring and retaining experienced employees. Price competition for loans and deposits may result in our charging lower interest rates on loans and paying higher interest rates on deposits, which reduces our net interest income. Price competition for loans and deposits also may result in our being unable to originate and fund as many loans as we can in a prudent manner. Competition also makes it more difficult and costly to attract and retain qualified employees. At September 30, 2007, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held less than one percent of the deposits in Cuyahoga, Lake and Medina Counties, Ohio. Our acquisition of Liberty Bank will increase our market share, but we will still have less than one percent of the deposits in these counties plus Summit County and will still be subject to intense competition. We expect competition to increase in the future. Our profitability depends upon our continued ability to compete successfully in our market area. For more information about our market area and the competition we face, see “Business of Century Commercial Bancorp, Inc. and Century Bank—General” and “—Competition.”

We operate in a highly regulated environment and we may be affected adversely by changes in laws and regulations.

Century Bank is subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, as its primary federal regulator, and the Federal Deposit Insurance Corporation as the insurer of its deposits. Upon completion of the conversion, Century Commercial Bancorp will be subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision govern the activities in which Century Bank and Century Commercial Bancorp may engage and are intended primarily for the protection of the deposit insurance fund and our depositors and borrowers rather than for holders of Century Commercial Bancorp common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the ability to impose restrictions on our operations, designate problem assets and determine the level of our allowance for loan losses. Any change in this regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may increase our costs of operations and have a material impact on our operations.

Risks Related to the Merger

There is a possibility that Century Bank will be unable to effectively integrate Liberty Bank with its operations.

The future growth of Century Bank and Century Commercial Bancorp will depend, in part, on the success of the merger of Liberty Bank with Century Bank. The success of the merger will, in turn, depend on a number of factors, including Century Bank’s ability to:

•

retain and integrate key Liberty Bank personnel into the operations of Century Bank;

•

control the incremental non-interest expense from the merger in order to improve overall operating efficiencies; and

•

integrate Liberty Bank’s branches into the current operations of Century Bank.

We could potentially recognize goodwill impairment charges after the merger and conversion.

Our acquisition of and merger with Liberty Bank will be accounted for using the purchase method of accounting. In accordance with applicable accounting principles, Century Commercial Bancorp estimates that, as a result of the merger, total intangible assets of $15.1 million, including goodwill totaling $13.7 million, will be recorded under Statement of Financial Accounting Standard No. 142 (“SFAS No. 142”). As a result, at the maximum of the offering range, goodwill will equal approximately 24.7% of the $55.5 million of pro forma consolidated total shareholders’ equity at September 30, 2007. Pursuant to the provisions of SFAS No. 142, Century Commercial Bancorp will annually review the fair value of its investment in Century Bank to determine that such fair value equals or exceeds the carrying value of its investment, including goodwill. If the fair value of our investment in Century Bank does not equal or exceed its carrying value, we will be required to record goodwill impairment charges which may adversely affect our future earnings. The fair value of a banking franchise can fluctuate downward based on a number of factors that are beyond management’s control, e.g. adverse trends in interest rates and increased loan losses. If our banking franchise value declines after consummation of the conversion and the merger, there may be goodwill impairment charges to operations which would adversely affect our future earnings.

Subscribers who purchase shares in the offering will experience dilution of their investment as a result of the issuance of the merger shares.

The acquisition of Liberty Bank will result in our recording goodwill and other intangible assets of approximately $15.1 million. As a result, subscribers in the offering will experience per share dilution in tangible capital of $3.88, $3.56, $3.30 and $3.03 at the minimum, midpoint, maximum and maximum, as adjusted of the offering range.

Upon completion of the merger, each issued and outstanding share of Liberty Bank common stock will be converted into the right to receive $45.00 in cash or 4.5 shares of Century Commercial Bancorp stock, provided that 50% of the Liberty Bank common stock must be exchanged for Century Commercial Bancorp common stock and subject to election and proration procedures set forth in the merger agreement. Assuming 1,946,563 of the shares are issued to Liberty Bank shareholders in the merger, then the issuance of the shares in the merger would dilute the interests of purchasers in the offering by approximately 49.9% and 42.4% at the minimum and maximum of the offering range, respectively.

Risks Related to This Offering

The future price of the shares of our common stock may be less than the purchase price in the stock offering.

The aggregate pro forma value of our common stock is being determined by an independent, third-party appraisal, pursuant to federal banking regulations and subject to review and approval by the Office of Thrift Supervision, as part of its review and approval of our application to convert to stock form and to conduct the stock offering. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. Until the last 12 months, the final independent valuation as approved by the federal banking regulators typically has been at the maximum, as adjusted of the offering range as long as total subscriptions exceed the maximum, as adjusted of the offering range. However, the maximum, as adjusted of the offering range is approximately 32% higher than the fair market value of a company’s stock as determined by the independent appraisal. Accordingly, our aggregate pro forma market value as reflected in the final independent appraisal may exceed the actual market value of our shares of common stock after the completion of the offering, which may result in our stock trading below the initial offering price of $10.00 per share.

As a result of our acquisition of Liberty Bank, the price to pro forma tangible book value of our common stock is higher than the price to pro forma tangible book value of most other common stock sold in mutual to stock conversions, which could adversely impact the value of our stock.

As a result of our simultaneous acquisition of Liberty Bank in connection with the conversion and stock offering, the price to pro forma tangible shareholders’ equity at which our shares are being sold in the offering may exceed the price to pro forma tangible shareholders’ equity of common stock sold in other mutual-to-stock conversions that do not also involve acquisitions of other financial institutions, which may have a negative effect on the price of our common stock compared to other common stock sold in mutual-to-stock conversions.

Based on market trading data in “Summary—After-Market Stock Price Performance Provided by Independent Appraiser,” one of the eight conversion initial public offerings that initiated trading between June 30, 2006 and November 30, 2007 have traded below their initial offering price at the dates indicated.

Our stock-based benefit plans will increase our costs, which will reduce our income.

We have established an employee stock ownership plan in connection with the conversion and stock offering, and we intend to implement one or more stock-based benefit plans that will provide for grants of stock options and shares of our common stock. During 2008, we expect that we will recognize $175,000 in pre-tax expense associated with the employee stock ownership plan, assuming the maximum as adjusted, number of shares is sold in the stock offering. In addition, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Century Bank,” and based on certain assumptions discussed therein, we estimate the annual expense associated with the grant of shares of common stock and stock options under our stock-based benefit plans would be approximately $299,000 and $366,000, respectively, on a pre-tax basis, assuming the maximum, as adjusted number of shares is sold in the stock offering.

We anticipate that our employee stock ownership plan will borrow funds from Century Commercial Bancorp to purchase in the stock offering 7% of our outstanding shares of common stock, including shares issued in the merger. Only employees, including our officers, are eligible to participate in the employee stock ownership plan. The cost of acquiring the shares of common stock for the employee stock ownership plan at the $10.00 per share offering price will be between $2.7 million at the minimum of the offering range and $3.5 million at the maximum, as adjusted of the offering range. We will record an annual employee stock ownership plan expense in an amount equal to the fair value of shares of common stock

committed to be released to employees as a result of repayment of the loan. As a result, if our common stock appreciates in value over time, compensation expense relating to the employee stock ownership plan also will increase, which will reduce our income.

We also intend to adopt one or more stock-based benefit plans after the stock offering that would award participants shares of our common stock (at no cost to them) and/or options to purchase shares of our common stock. Our directors, officers and employees would be eligible to receive awards under the stock-based benefit plans. The number of shares of restricted stock or stock options reserved for issuance under any initial stock-based benefit plan is expected to be 3% and 10%, respectively, of our total outstanding shares, including shares issued in the merger. Assuming the market price of the common stock is $10.00 per share; the options are granted with an exercise price of $10.00 per share; the dividend yield on the stock is 0%; the expected option life is ten years; the risk free interest rate is 4.53% (based on the ten-year Treasury rate) and the volatility rate on the shares of common stock is 8.11% (based on an index of publicly traded thrift institutions), the estimated grant-date fair value of the options utilizing a Black-Scholes option pricing analysis is $3.67 per option granted. Assuming this value is amortized over a five-year vesting period, the corresponding annual expense (pre-tax) associated with the stock options would be approximately $366,000 at the maximum, as adjusted, of the offering range. In addition, assuming that all shares of restricted stock are awarded at a price of $10.00 per share, and that the awards vest over a five-year period, the corresponding annual expense (pre-tax) associated with shares awarded under the stock-based benefit plan would be approximately $299,000 at the maximum, as adjusted, of the offering range.

The implementation of stock-based benefit plans may dilute your ownership interest.

We intend to adopt one or more stock-based benefit plans following completion of the conversion and stock offering. The stock-based benefit plans will be funded through either open market purchases of common stock or from the issuance of authorized but unissued shares of common stock. Stockholders would experience a reduction in ownership interest totaling 11.5% in the event newly issued shares are used to fund stock options or awards of common stock under the plans in an amount equal to 10% and 3%, respectively, of our total outstanding shares, including shares issued in the merger.

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements, which will increase our operating expenses.

Upon completion of the conversion and stock offering, we will become a public reporting company. Federal securities laws and regulations require that we file annual, quarterly and current reports with the Securities and Exchange Commission and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting requirements, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from our operations. In addition, compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify as to the adequacy of our internal controls and procedures, which may require us to upgrade our accounting systems, which would also increase our operating costs.

Our return on equity initially will be low compared to other publicly traded financial institutions. A low return on equity may negatively affect the trading price of our common stock.

Net income divided by average equity, known as “return on equity,” is a ratio used by many investors to compare the performance of a financial institution with its peers. For the nine months ended September 30, 2007, our annualized return on equity was 1.17%. Although we expect that our net income will increase following the offering and the merger, we expect that our return on equity will remain below our peers for some time. Additionally, our return on equity will be adversely affected if

we are not able to achieve expected operating efficiencies following completion of the merger. This goal may not be attained, or it could take a number of years to achieve. For example, our pro forma core return on equity for the twelve months ended September 30, 2007 was 2.95%, assuming the sale of shares at the maximum of the offering range and giving effect to the merger. In comparison, the peer group used by Keller & Company in its appraisal had an average core return on equity of 7.12% for the twelve months ended September 30, 2007. Over time, we intend to use the net proceeds from the offering and our merger integration strategies to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is competitive with other publicly traded companies. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of this offering.

The amount of common stock we will control, our charter and bylaws, and state and federal statutory provisions could discourage hostile acquisitions of control and may reduce the trading price of our stock.

We expect our current directors and executive officers, together with their associates, to subscribe for 130,000 shares in the aggregate of common stock in the offering. In addition, we intend to establish an employee stock ownership plan that will purchase an amount of shares equal to 7.0% of the shares issued in the offering, including shares issued in connection with the merger, which would total 451,409 shares at the maximum of the offering range. Additionally, there are ten individuals who are currently directors of Liberty Bank and will become directors of Century Commercial Bancorp or Century Bank following the merger, who owned approximately 270,356 shares of Liberty Bank in the aggregate, as of , 2008, including 114,365 shares of Liberty Bank common stock issuable upon the exercise of stock options, which would entitle them to exchange their Liberty Bank stock for up to 608,296 shares of Century Commercial Bancorp stock in connection with the merger, based on the exchange of 50% of the Liberty Bank stock for cash and 50% of the Liberty Bank stock for Century Commercial Bancorp common stock. As a result, up to approximately 1,189,705 shares will be held by our officers and directors and our employee stock ownership plan immediately following the offering and merger. Additional shares will be held by management if we implement one or more stock-based benefit plans following completion of the conversion and offering. This share ownership, together with provisions in our charter and bylaws, will have the effect of discouraging attempts to acquire Century Commercial Bancorp, pursue a proxy contest for control of Century Commercial Bancorp by a holder of a large block of common stock and remove Century Commercial Bancorp’s management, all of which certain stockholders might think are in their best interest. These provisions include, among other things:

•

the staggered terms of the members of the board of directors;

•

a limitation on voting rights;

•

restrictions on the acquisition of our equity securities without regulatory approval;

•

the authorization of common and preferred stock that could be issued without stockholder approval on terms or in circumstances that could deter a future takeover attempt; and

•

supermajority voting requirements for takeovers not approved by the board.

As a result, the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. See “Restrictions on Acquisition of Century Commercial Bancorp and Century Bank.”

Our stock value may be affected negatively by federal regulations restricting takeovers.

Century Commercial Bancorp will be regulated by the Office of Thrift Supervision. Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the conversion and stock offering, no person, acting alone or together with associates or a group of persons acting in concert, may directly or indirectly offer to acquire or acquire ownership of more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. This restriction may make it more difficult for third parties to acquire our company and therefore may adversely affect our stock price. See “Restrictions on Acquisition of Century Commercial Bancorp and Century Bank” for a discussion of applicable regulations regarding acquisitions.

There may be a limited market for our common stock, which may adversely affect our stock price.

We have applied, and have received conditional approval, to have our shares of common stock listed on the Nasdaq Capital Market under the symbol “CENB.” Stifel, Nicolaus & Company, Incorporated currently intends to become a market maker in the common stock, but is under no obligation to do so. There is no way of determining at this time whether other market makers will be obtained or that an active and liquid trading market for the shares of common stock will develop or if developed, will be maintained. After our shares of common stock begin trading, you may contact a stockbroker to buy or sell shares.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans and prospects and growth and operating strategies;

•

statements regarding the asset quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

•

significantly increased competition among depository and other financial institutions;

•

changes in market interest rates that reduce our net interest margin or reduce the fair value of financial instruments;

•

general economic conditions, either nationally or in our market area, that are worse than expected;

•

adverse changes in the securities markets;

•

legislative or regulatory changes that adversely affect our business;

•

changes in the market for or regulation of education loans;

•

our ability to successfully integrate Liberty Bank;

•

our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;

•

changes in management’s estimate of the adequacy of the allowance for loan losses;

•

effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;

•

costs and effects of litigation and unexpected or adverse outcomes in such litigation;

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by bank regulatory agencies and the Financial Accounting Standards Board;

•

inability of third-party providers to perform their obligations to us; and

•

changes in our organization, compensation and benefit plans.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We discuss these and other uncertainties in “Risk Factors.”

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF CENTURY BANK

The summary information presented below at or for each of the periods presented is derived in part from the consolidated financial statements of Century Bank. The following information is only a summary, and should be read in conjunction with our consolidated financial statements and notes beginning on page F-1 of this prospectus. The information at December 31, 2006 and 2005 and for each of the years ended December 31, 2006, 2005 and 2004 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at December 31, 2004, 2003 and 2002 and for the years ended December 31, 2003 and 2002 is derived in part from our audited consolidated financial statements that do not appear in this prospectus. The operating data for the nine months ended September 30, 2007 and 2006 and the financial condition data at September 30, 2007 were not audited. However, in the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. The selected operating data presented below for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.


	September 30, 2007		December 31,
	September 30, 2007		2006		2005		2004		2003		2002
			(In thousands)
Selected financial condition data:

Total assets	$	146,077	$	148,733	$	137,087	$	131,000	$	127,825	$	127,589
Interest bearing time deposits in other financial institutions		2,871		4,643		4,943		4,943		496		99
Securities available for sale, at fair value		15,393		23,925		11,050		13,922		22,217		25,395
Securities, held to maturity		2,995		3,985		997		3,991		5,995		9,851
Federal Home Loan Bank stock, at cost		1,228		1,228		1,159		1,103		1,059		1,018
Loans receivable, net		110,179		102,085		98,949		92,535		80,432		71,539
Deposits		129,495		132,287		121,559		116,465		113,926		113,944
Equity		15,534		15,303		14,525		13,543		13,033		12,456


	Nine months ended September 30,				Year ended December 31,
	2007		2006		2006		2005		2004		2003		2002
					(In thousands)
Selected operations data:

Total interest and dividend income	$	6,904	$	6,453	$	8,747	$	7,332	$	6,056	$	6,238	$	6,992
Total interest expense		3,727		3,133		4,366		3,038		2,604		3,037		3,924

Net interest income		3,177		3,320		4,381		4,294		3,452		3,201		3,068
Provision for loan losses		192		4		10		75		160		86		5

Net interest income after provision for loan losses		2,985		3,316		4,371		4,219		3,292		3,115		3,063
Non-interest income		118		280		367		328		402		443		674
Non-interest expense		2,898		2,641		3,564		3,044		2,854		2,505		2,366

Income before taxes		205		955		1,174		1,503		840		1,053		1,371
Income tax provision		69		321		395		486		259		321		431

Net income	$	136	$	634	$	779	$	1,017	$	581	$	732	$	940


	Nine Months Ended September 30,				Year Ended December 31,
	2007		2006		2006		2005		2004		2003		2002
Selected Financial Ratios and Other Data:

Performance Ratios⁽¹⁾:
Return on assets (ratio of net income to average total assets)	0.12	%	0.60	%	0.55	%	0.77	%	0.46	%	0.57	%	0.76	%
Return on retained earnings (ratio of net income to average equity)	1.17	%	5.67	%	5.19	%	7.22	%	4.39	%	5.74	%	7.91	%
Interest rate spread information:
Average during period⁽²⁾	2.65	%	3.00	%	2.92	%	3.18	%	2.85	%	2.50	%	2.56	%
Net interest margin⁽³⁾	3.04	%	3.30	%	3.23	%	3.41	%	2.97	%	2.58	%	2.68	%
Ratio of operating expense to average total assets	2.64	%	2.50	%	2.50	%	2.30	%	2.25	%	1.96	%	1.91	%
Ratio of average interest-earning assets to average interest-bearing liabilities	110.68	%	109.40	%	109.49	%	109.13	%	105.27	%	105.95	%	103.36	%
Efficiency ratio⁽⁴⁾	87.94	%	73.35	%	75.07	%	65.84	%	74.04	%	70.40	%	63.23	%

Asset Quality Ratios:
Non-performing assets to total assets at end of period	1.21	%	1.28	%	1.41	%	0.95	%	0.15	%	0.11	%	0.06	%
Non-performing loans to total loans	1.56	%	1.83	%	2.04	%	1.22	%	0.13	%	0.18	%	0.10	%
Allowance for loan losses to non-performing loans	40.55	%	31.21	%	27.75	%	47.03	%	396.00	%	236.81	%	356.94	%
Allowance for loan losses to total loans	0.63	%	0.57	%	0.57	%	0.57	%	0.53	%	0.42	%	0.36	%

Capital Ratios:
Retained earnings to total assets at end of period	10.63	%	10.55	%	10.29	%	10.60	%	10.34	%	10.20	%	9.76	%
Average retained earnings to average assets	10.61	%	10.60	%	10.53	%	10.64	%	10.44	%	9.99	%	9.57	%

Other Data:
Number of full-service offices	5		5		5		4		4		4		4

(1)	Ratios for the nine-month periods are annualized.

(2)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(3)	Represents net interest income as a percent of average interest-earning assets.

(4)	Represents non-interest expense divided by the sum of net interest income and non-interest income.

SELECTED FINANCIAL AND OTHER DATA OF LIBERTY BANK

The summary information of Liberty Bank presented below at or for each of the periods presented is derived in part from Liberty Bank’s financial statements. The following information is only a summary, and should be read in conjunction with the Liberty Bank financial statements and notes beginning on page G-1 of this prospectus. The information at December 31, 2006 and 2005 and for each of the years in the three-year period ended December 31, 2006, 2005 and 2004 is derived in part from the audited consolidated financial statements of Liberty Bank that appear in this prospectus. The information at December 31, 2004, 2003 and 2002 and for the years ended December 31, 2003 and 2002 is derived in part from Liberty Bank’s audited financial statements that do not appear in this prospectus. The operating data for the nine months ended September 30, 2007 and 2006 and the financial condition data at September 30, 2007 are not audited. However, in the opinion of Liberty Bank management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. The selected operating data presented below for the nine months ended September 30, 2007, are not necessarily indicative of Liberty Bank’s results that may be expected for its year ending December 31, 2007.


	September 30, 2007		December 31,
	September 30, 2007		2006		2005		2004		2003		2002
			(In thousands)
Selected Financial Condition Data:

Total assets	$	227,965	$	180,075	$	134,063	$	67,565	$	56,352	$	48,933
Loans receivable, net		77,654		71,993		63,767		51,967		45,212		38,583
Loans held for sale, net		77,630		60,077		43,771		—		—		—
Securities available for sale, at fair value		11,941		8,839		10,512		10,385		7,123		4,025
Federal Home Loan Bank and FRB stock		900		723		679		385		363		353
Deposits		205,458		158,652		118,788		50,165		45,522		38,496
Borrowings		—		2,000		3,000		5,200		3,000		3,000
Shareholders’ equity		20,141		18,476		11,730		11,885		6,934		7,260


	Nine Months Ended September 30,				December 31,
	2007		2006		2006		2005			2004			2003			2002
					(In thousands)
Selected Operations Data:
Total interest and dividend income	$	10,732	$	6,879	$	9,635	$	5,286		$	2,849		$	2,735		$	2,652
Total interest expense		4,949		3,125		4,434		2,128			959			806			941

Net interest income		5,783		3,754		5,201		3,158			1,890			1,929			1,711
Provision for loan losses		552		157		366		925			185			448			159

Net interest income after provision for loan losses		5,231		3,597		4,835		2,233			1,705			1,481			1,552
Fees and service charges		195		159		203		168			188			115			116
Gain on sales of loans		824		400		636		40			—			—			—
Other non-interest income		107		85		123		207			99			110			79

Total non-interest income		1,126		644		962		415			287			225			195
Total non-interest expense		4,191		3,280		4,388		3,395			2,729			2,221			1,690

Income (loss) before taxes		2,166		961		1,409		(747	)		(737	)		(515	)		57
Income tax provision		848		494		583		(433	)		(242	)		(194	)		19

Net income (loss)	$	1,318	$	467	$	826	$	(314	)	$	(495	)	$	(321	)	$	38


	Nine Months Ended September 30,				Year Ended December 31,
	2007		2006		2006		2005		2004		2003		2002
Selected Financial Ratios and Other Data:
Performance Ratios(1):
Return on assets (ratio of net income to average total assets)	0.87	%	0.45	%	0.58	%	(0.35	)%	(0.82	)%	(0.62	)%	0.08	%
Return on retained earnings (ratio of net income to average equity)	9.16	%	5.24	%	6.74	%	(2.74	)%	(6.39	)%	(4.36	)%	0.53	%
Interest rate spread information:
Average during period(2)	3.46	%	3.54	%	3.34	%	2.97	%	2.74	%	3.08	%	2.90	%
End of period	4.45	%	4.00	%	2.58	%	2.16	%	2.25	%	2.81	%	2.77	%
Net interest margin(3)	3.85	%	3.74	%	3.73	%	3.58	%	3.27	%	3.62	%	3.73	%
Ratio of operating expense to average total assets	2.03	%	2.37	%	3.04	%	3.73	%	4.46	%	4.30	%	3.70	%
Ratio of average interest-earning assets to average interest-bearing liabilities	115.72	%	112.30	%	112.05	%	124.57	%	131.32	%	132.49	%	138.58	%
Efficiency ratio(4)	59.6	%	74.1	%	70.6	%	93.9	%	124.4	%	102.9	%	88.6	%

Asset Quality Ratios:
Non-performing assets to total assets at end of period	0.77	%	0.42	%	0.69	%	0.53	%	0.94	%	1.00	%	1.38	%
Non-performing loans to total loans	0.89	%	0.42	%	0.79	%	0.50	%	1.20	%	1.22	%	1.73	%
Allowance for loan losses to non- performing loans	140.13	%	229.87	%	137.20	%	202.57	%	155.03	%	147.95	%	58.22	%
Allowance for loan losses to loans Outstanding	1.24	%	0.97	%	1.09	%	1.02	%	1.86	%	1.81	%	1.01	%

Capital Ratios
Retained earnings to total assets at end of period	11.32	%	14.32	%	9.75	%	11.43	%	5.68	%	8.13	%	6.74	%
Average retained earnings to average Assets	10.57	%	11.55	%	11.70	%	7.85	%	7.83	%	7.00	%	6.28	%

Other Data:
Number of full-service offices	3		3		3		2		2		2		2

(1)	Ratios for the nine-month periods are annualized.

(2)	Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(3)	Represents net interest income as a percent of average interest-earning assets.

(4)	Represents non-interest expense divided by the sum of net interest income and non-interest income.

RECENT DEVELOPMENTS OF CENTURY BANK

The following tables set forth certain financial and other data of Century Bank at and for the periods indicated. The information at and for the year ended December 31, 2006 was derived from the audited consolidated financial statements of Century Bank and should be read in conjunction with the audited consolidated financial statements of Century Bank and notes thereto presented elsewhere in this prospectus. The information at and for the three months and year ended December 31, 2007, as well as for the three months ended December 31, 2006, was derived from the unaudited consolidated financial statements of Century Bank which, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of such information.


	December 31,
	2007		2006
	(Unaudited)
	(In thousands)
Selected financial condition data:

Total assets	$	149,500	$	148,733
Interest bearing time deposits in other financial institutions		2,376		4,643
Securities available for sale, at fair value		12,302		23,925
Securities, held to maturity		3,979		3,985
Federal Home Loan Bank stock, at cost		1,228		1,228
Loans receivable, net		111,921		102,085
Deposits		132,442		132,287
Equity		15,476		15,303


	Three Months Ended December 31,					Year Ended December 31,
	2007			2006		2007		2006
	(Unaudited)					(Unaudited)
	(In thousands)
Selected operations data:
Total interest and dividend income	$	2,209		$	2,294	$	9,113	$	8,747
Total interest expense		1,233			1,233		4,960		4,366

Net interest income		976			1,061		4,153		4,381
Provision for loan losses		261			6		454		10

Net interest income after provision for loan losses		714			1,055		3,699		4,371
Non-interest income		111			87		229		367
Non-interest expense		917			923		3,815		3,564

Income (loss) before taxes		(92	)		219		113		1,174
Income tax provision (benefit)		(38	)		74		31		395

Net income (loss)	$	(54	)	$	145	$	82	$	779


	Three Months Ended December 31,				Year Ended December 31,
	2007		2006		2007		2006
Selected Financial Ratios and Other Data:
Performance Ratios⁽¹⁾:
Return on assets (ratio of net income to average total assets)	(0.15	)%	0.39	%	0.06	%	0.55	%
Return on retained earnings (ratio of net income to average equity)	(1.39	)%	3.79	%	0.53	%	5.19	%
Interest rate spread information:
Average during period⁽²⁾	2.32	%	2.55	%	2.39	%	2.92	%
Net interest margin⁽³⁾	2.73	%	2.92	%	2.89	%	3.23	%
Ratio of operating expense to average total assets	2.49	%	2.52	%	2.61	%	2.50	%
Ratio of average interest earning assets to average Interest bearing liabilities	115.07	%	113.40	%	114.51	%	109.49	%
Efficiency ratio⁽⁴⁾	84.15	%	80.52	%	87.05	%	75.07	%
Asset Quality Ratios:
Non-performing assets to total assets at end of period	2.13	%	1.41	%	2.13	%	1.41	%
Non-performing loans to total loans, net	2.86	%	2.04	%	2.86	%	2.04	%
Allowance for loan losses to non-performing loans	29.78	%	27.75	%	29.78	%	27.75	%
Allowance for loan losses to total loans, net	0.85	%	0.57	%	0.85	%	0.57	%
Capital Ratios:
Retained earnings to total assets at end of period	10.35	%	10.29	%	10.35	%	10.29	%
Average retained earnings to average assets	10.58	%	10.53	%	10.58	%	10.53	%
Total Capital (to risk-weighted assets)	14.90	%	15.99	%	14.90	%	15.99	%
Tier 1 Capital (to risk-weighted assets)	14.33	%	15.42	%	14.33	%	15.42	%
Tier 1 Capital (to average assets)	10.38	%	10.34	%	10.38	%	10.34	%
Other Data:
Number of full-service offices	5		5		5		5

(1)	Ratios for the three-month periods are annualized.

(2)	Represents the difference between the weighted average yield on average interest earning assets and the weighted average cost of average interest bearing liabilities.

(3)	Represents net interest income as a percent of average interest-earning assets.

(4)	Represents non-interest expense divided by the sum of net interest income and non-interest income.

Comparison of Financial Condition at December 31, 2007 and December 31, 2006

Total assets increased $767,000, or 0.52%, to $149.5 million at December 31, 2007 from $148.7 million at December 31, 2006.

Cash and interest bearing deposits increased $4.0 million, or 51.3%, to $11.8 million at December 31, 2007 from $7.8 million at December 31, 2006. The increase was a result of a number of deposit accounts being opened after the public announcement of the adoption of our plan of conversion.

Total investments decreased $11.6 million, or 41.6%, to $16.3 million at December 31, 2007 from $27.9 million at December 31, 2006. The decrease was the result of Century Bank’s determination to reduce excess liquidity, which was not earning a significant spread. Investments that matured were utilized to fund maturing high rate deposits and growth in the loan portfolio which occurred in the first half of 2007.

Loans, net, increased $9.8 million, or 9.6%, to $111.9 million at December 31, 2007 from $102.1 million at December 31, 2006. The increase was primarily a result of growth in commercial real estate loans, which increased $7.6 million, and increases in equity lines of credit, which increased $1.9 million. Most of the loan growth occurred during the first six months of the year.

Deposits increased $155,000, or 0.1%, to $132.4 million at December 31, 2007 from $132.3 million at December 31, 2006. Certificates of deposit decreased $1.5 million, or 1.8%, to $79.5 million at December 31, 2007 from $81.0 million at December 31, 2006. Savings accounts decreased $300,000, or 1.5%, to $20.2 million at December 31, 2007 from $20.6 million at December 31, 2006. Non-interest bearing and interest bearing demand deposits increased $900,000, or 9.1%, to $10.8 million at December 31, 2007 from $9.9 million at December 31, 2006. In general, the increase in deposit accounts was the result of a number of new accounts being opened after the press announcement of our planned mutual-to-stock conversion, which offset the planned decrease that occurred throughout the year.

Total equity increased $173,000, or 1.1%, to $15.5 million at December 31, 2007 from $15.3 million at December 31, 2006. The increase resulted from net income of $82,000 during the year ended December 31, 2007, as well as $91,000 in accumulated other comprehensive income.

Comparison of Operating Results for the Three Months Ended December 31, 2007 and December 31, 2006

General. Net income decreased $199,000 or 137%, to a loss of $54,000 for the three months ended December 31, 2007 from income of $145,000 for the three months ended December 31, 2006. The primary reason for the decrease was the increase in the provision for loan losses of $262,000 during the three months ended December 31, 2007.

Interest Income. Interest income decreased $85,000, or 3.7%, to $2.2 million for the three months ended December 31, 2007 from $2.3 million for the three months ended December 31, 2006. The decrease resulted primarily from a $163,000, or 32%, decrease in interest income on investments, which was caused primarily by a $12.5 million decrease in the average balance of investments to $28.2 million for the three months ended December 31, 2007 from $40.7 million for the three months ended December 31, 2006. Interest income on loans increased $63,000 for the three months ended December 31, 2007. The average balance of loans increased $10.4 million, or 10.2%, to $112.3 million for the three months ended December 31, 2007, compared to $101.9 million for the three months ended December 31, 2006. However, the average yield on our loan portfolio decreased 43 basis points to 6.56% for the three months ended December 31, 2007 from 6.99% for the three months ended December 31, 2006, resulting primarily from a decrease in interest rates during the fourth quarter of 2007, as well as an increase in the amount of uncollected interest.

Interest Expense. Interest expense was consistent when comparing the three months ended December 31, 2007 with the three months ended December 31, 2006, and was $1.2 million for the three months ended December 31, 2007. While the average balance of our deposit accounts decreased $2.6 million or 2.0% to $128.3 million at December 31, 2007 from $130.9 million at December 31, 2006, the balance of certificates of deposit, which generally bear higher interest rates, increased as a percent of our total deposits from 46.7% to 47.7%. In addition, rates paid on deposits have remained consistent as a result of competition in our market.

Net Interest Income. Net interest income decreased $85,000, or 8.0%, to $976,000 for the three months ended December 31, 2007 from $1.1 million for the three months ended December 31, 2006. The decrease in our interest rate spread of 23 basis points, to 2.32% for the three months ended December 31, 2007 from 2.55% for the three months ended December 31, 2006 and our net interest margin of 19 basis points, to 2.73% for the three months ended December 31, 2007 from 2.92% for the three months ended December 31, 2006 were only partially offset by a $600,000, or 4.2%, increase in average net interest-earning assets to $15.0 million for the three months ended December 31, 2007 from $14.4 million for the three months ended December 31, 2006. The decreases in our interest rate spread and net interest margin are a result of our variable rate loan products re-pricing faster than our deposit accounts, a slower decrease in deposit rates due to local competition, and a decrease in market rates earned on our investment portfolio.

Provision for Loan Losses. We establish provisions for loan losses, which are charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the balance sheet date. In determining the level of the allowance for loan losses, we consider, among other things, past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of delinquent loans. The amount of the allowance is based on estimates, and the ultimate losses may vary from such estimates as more information becomes available or conditions change. We assess the allowance for loan losses and make provisions for loan losses on a monthly basis.

Based on our evaluation of the above factors, we recorded a provision for loan losses of $262,000 for the three months ended December 31, 2007 and $6,000 for the three months ended December 31, 2006. We did not record any charge-offs for the three months ended December 31, 2007 or the three months ended December 31, 2006. The provision for the three months ended December 31, 2007 primarily reflected an increase of $1.1 million in non-performing loans to $3.2 million at December 31, 2007 from $2.1 million at December 31, 2006. Net loans increased $9.8 million to $111.9 million at December 31, 2007 from $102.1 million at December 31, 2006. As a result, our allowance for loan losses as a percentage of total loans increased to 0.85% at December 31, 2007 compared to 0.57% at December 31, 2006, reflecting degradation of the overall credit quality in our loan portfolio consistent with trends in our local market. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at December 31, 2007 and December 31, 2006.

Non-interest Income. Non-interest income was $111,000 for the three months ended December 31, 2007 and $87,000 for the three months ended December 31, 2006. The increase was primarily due to a $10,000 increase in service charges.

Non-interest Expense. Non-interest expense decreased $6,000, or 0.6%, to $904,000 for the three months ended December 31, 2007 from $923,000 for the three months ended December 31, 2006, primarily as a result of a decrease in advertising expenditures of $20,000. The three months ended December 31, 2006 included advertising for special promotions, which were not done during the three months ended December 31, 2007.

Income Tax Expense. A benefit from income taxes of $38,000 was recognized for the three months ended December 31, 2007, compared to expense of $74,000 for the three months ended December 31, 2006. Our effective tax rate was 40.2% for the three months ended December 31, 2007 compared to 33.7% for the three months ended December 31, 2006. The increase in the effective tax rate was due to an increase in items recognized during 2007 that are permanent differences for tax purposes.

Comparison of Operating Results for Year Ended December 31, 2007 and December 31, 2006

General. Net income decreased $697,000, or 89.5%, to $82,000 for the year ended December 31, 2007 from $779,000 for the year ended December 31, 2006. The decrease resulted from a $140,000 increase in losses taken on the recognition of impairment on securities, a $444,000 increase in the provision for loan losses and a 34 basis point decrease in our net interest margin.

Interest Income. Interest income increased $366,000, or 4.2%, to $9.1 million for the year ended December 31, 2007 from $8.7 million for the year ended December 31, 2006. The increase resulted primarily from a $421,000, or 6.1%, increase in interest income on loans. The average balance of loans increased $7.5 million, or 7.7%, to $106.3 million for the year ended December 31, 2007, compared to $98.8 million for the year ended December 31, 2006. However, the average yield we earned on our interest-earning assets decreased nine basis points to 6.88% for the year ended December 31, 2007 from 6.97% for the year ended December 31, 2006. The increase in the average balance of loans reflected the increase in our portfolio of commercial mortgage loans, as a result of stronger demand during the first half of 2007 for these types of loans. The decrease in average yield resulted from the decrease in interest rates during the fourth quarter of 2007.

Interest Expense. Interest expense increased $594,000, or 13.6%, to $5.0 million for the year ended December 31, 2007 from $4.4 million for the year ended December 31, 2006. The increase in interest expense resulted from an increase in the average balance of our interest-bearing deposits of $1.6 million, or 1.3% to $125.5 million at December 31, 2007 from $123.9 million at December 31, 2006. In addition, the rates paid on these deposits increased 43 basis points to 3.95% for the year ended December 31, 2007 from 3.52% for the year ended December 31, 2006. The increase in the rates paid was mainly a result of competition for deposits in our local market.

Net Interest Income. Net interest income decreased $228,000, or 5.2%, to $4.2 million for the year ended December 31, 2007 from $4.4 million for the year ended December 31, 2006. Decreases in our interest rate spread of 53 basis points, to 2.39% for the year ended December 31, 2007 from 2.92% for the year ended December 31, 2006 and the decrease in our net interest margin of 34 basis points, to 2.89% for the year ended December 31, 2007 from 3.23% for the year ended December 31, 2006 were only partially offset by a $5.0 million, or 42.4%, increase in net interest-earning assets to $16.8 million for the year ended December 31, 2007 from $11.8 million for the year ended December 31, 2006. While our net interest earning assets have risen, yields on those assets have decreased due to market rate decreases that began in the fourth quarter of 2007, as well as increases in our non-performing loans. In addition, although market rates have decreased, due to competition in our local market for deposit accounts, we have not been able to benefit through corresponding decreases in the rates paid on interest-bearing deposits.

Provision for Loan Losses. We establish provisions for loan losses, which are charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the balance sheet date. In determining the level of the allowance for loan losses, we consider, among other things, past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of delinquent loans. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates as more information becomes available or conditions change. We assess the allowance for loan losses and make provisions for loan losses on a monthly basis.

Based on our evaluation of the above factors, we recorded a provision for loan losses of $454,000 for the year ended December 31, 2007 and $10,000 for the year ended December 31, 2006. We recorded net charge-offs of $71,000 for the year ended December 31, 2007 compared to no charge-offs for the year ended December 31, 2006. The provision for the year ended December 31, 2007 reflected the charge-offs for the period as well as downturns in the local economic and real estate markets. Net loans grew $9.8 million, or 9.6%, compared to December 31, 2006. Non-performing loans increased approximately $1.1 million to $3.2 million at December 31, 2007 from $2.1 million at December 31, 2006. The increase in non-performing loans was generally segregated to builder and developer loans, as that segment has been the most impacted in the local market. As a result, the allowance for loan losses as a percentage of total loans was increased to 0.85% at December 31, 2007 compared to 0.57% at December 31, 2006. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at December 31, 2007 and December 31, 2006.

Non-interest Income. Non-interest income decreased $138,000, or 37.6%, to $229,000 for the year ended December 31, 2007 from $367,000 for the year ended December 31, 2006. The decrease was primarily the result of the recognition of $140,000 of impairment on securities.

Non-interest Expense. Non-interest expense increased $251,000, or 7.0%, to $3.8 million for the year ended December 31, 2007 from $3.5 million for the year ended December 31, 2006. The increase was primarily due to an increase in compensation and employee benefits of $150,000, due to annual cost of living raises and occupancy costs of $60,000, due to a full year of branch expenses for the branch opened during 2006.

Income Tax Expense. The provision for income taxes was $31,000 for the year ended December 31, 2007, compared to $395,000 for the year ended December 31, 2006. Our effective tax rate was 27.6% for the year ended December 31, 2007 compared to 33.6% for the year ended December 31, 2006.

RECENT DEVELOPMENTS OF LIBERTY BANK

The following tables set forth certain financial and other data of Liberty Bank at and for the periods indicated. The information at December 31, 2006 was derived from the audited financial statements of Liberty Bank and should be read in conjunction with the audited financial statements of Liberty Bank and notes thereto presented elsewhere in this prospectus. Financial and operating data and financial ratios and other data at and for the three and twelve months ended December 31, 2007 were derived from the unaudited financial statements of Liberty Bank which, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of such information. Financial ratios for interim periods have been annualized.


	December 31,
	2007		2006
	(Unaudited)
	(In thousands)
Selected Financial Condition Data
Total assets	$	244,626	$	180,075

Loans receivable, net		78,607		71,993
Loans held for sale, net		77,211		60,077
Securities available for sale, at fair value		10,022		8,839
Federal Home Loan Bank and FRB Stock		913		723
Deposits		221,209		158,652
Borrowings		—		2,000
Shareholders’ equity		21,137		18,476


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2007		2006		2007		2006
	(Unaudited)				(Unaudited)
	(In thousands)
Selected Operations Data
Total interest and dividend income	$	4,198	$	2,756	$	14,931	$	9,635
Total interest expense		2,087		1,309		7,037		4,434

Net interest income		2,111		1,447		7,894		5,201
Provision for loan losses		90		210		642		366

Net interest income after provision for loan losses		2,021		1,237		7,252		4,835
Fees and service charges		69		46		268		203
Gain on sales on loans		305		244		1,129		636
Other non-interest income		31		30		134		123

Total non-interest income		405		320		1,531		962
Total non-interest expense		1,567		1,108		5,757		4,388

Income (loss) before taxes		859		449		3,026		1,409
Income tax provision		339		90		1,187		583

Net income (loss)	$	550	$	359	$	1,839	$	826


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2007		2006		2007		2006
Selected Financial Ratios and Other Data
Performance Ratios⁽¹⁾
Return on assets (ratio of net income to average total assets)	0.91	%	0.89	%	0.88	%	0.58	%
Return on retained earnings (ratio of net income to average equity)	10.21	%	10.77	%	9.43	%	6.74	%
Interest rate spread information:
Average during period⁽²⁾	3.46	%	3.56	%	3.59	%	3.34	%
End of period	1.96	%	1.83	%	2.97	%	2.58	%
Net interest margin⁽³⁾	3.80	%	3.77	%	3.88	%	3.73	%
Ratio of operating expense to average total assets	0.68	%	0.68	%	2.73	%	3.04	%
Ratio of average interest-earning assets to average interest-bearing liabilities	115.23	%	111.40	%	115.58	%	112.05	%
Efficiency ratio⁽⁴⁾	62.27	%	62.76	%	61.08	%	70.60	%
Asset Quality Ratios:
Nonperforming assets to total assets at end of period	1.44	%	0.69	%	1.44	%	0.69	%
Nonperforming loans to total loans	1.08	%	0.79	%	1.08	%	0.79	%
Allowance for loan losses to nonperforming loans	83.08	%	137.20	%	83.08	%	137.20	%
Allowance for loan losses to total loans	1.20	%	1.09	%	1.20	%	1.09	%
Capital Ratios:
Equity to total assets at end of period	8.64	%	10.26	%	8.64	%	10.26	%
Average equity to average assets	8.93	%	8.26	%	9.31	%	8.55	%
Other Data:
Number of full-service offices	3		3		3		3

(1)	Ratios for the three month periods are annualized.

(2)	Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.

(3)	Represents net interest income as a percent of average interest-earning assets for the period.

(4)	Represents non-interest expense divided by the sum of interest income and non-interest income.

Comparison of Liberty Bank’s Financial Condition at December 31, 2007 and December 31, 2006

General. Growth in assets and deposits continued during 2007. Assets grew $64.5 million, or approximately 35.9%, funded primarily by deposits, which grew $62.5 million, or approximately 39.4%. Shareholders’ equity grew $2.6 million, or 14.4%.

Assets increased to $244.6 million at December 31, 2007 from $180.1 million at December 31, 2006. The increase was primarily due to a $6.6 million increase in net loans and a $17.1 million increase in loans held for sale. In addition, securities available for sale increased 13.4% to $10.0 million at December 31, 2007 from $8.8 million at December 31, 2006. Shareholders’ equity increased to $21.1 million at December 31, 2007 from $18.5 million at December 31, 2006.

Cash and cash equivalents. Cash and cash equivalents increased from $33.5 million at December 31, 2006 to $72.2 million at December 31, 2007, an increase of $38.7 million, or 115.4%. The increase was primarily due to the increase in federal funds sold, which increased $37.1 million to $63.8 million at December 31, 2007. Slower loan growth resulted in higher balances in federal funds sold.

Securities Available For Sale. Securities available for sale increased 13.4% to $10.0 million at December 31, 2007, from $8.8 million at December 31, 2006. Securities purchases during 2007 totaled $4.5 million, comprised entirely of agency securities. Investment maturities and calls during 2007 totaled $3.5 million.

Net Loans. During 2007, education loans, which are classified as “held for sale,” net of allowance for loan losses, grew $17.1 million, or 28.5%, from the prior year, to $77.2 million. During 2006, net loans held for sale increased $16.3 million.

Net loans grew by $6.6 million during the twelve months ended December 31, 2007, to $78.6 million as compared to net loan growth of $8.2 million during the same period in 2006. Slower loan growth can be attributed to less demand for new loans, less utilization of existing lines of credit and loan pay-offs, all factors that can be associated with slower economic growth. Loan growth has also been negatively impacted by increased competition from other financial institutions.

Deposits. Total deposits grew by $62.5 million, or 39.4%, to $221.2 million at December 31, 2007 from $158.7 million at December 31, 2006. Deposit growth occurred in most of the deposit types. Noninterest-bearing demand deposits increased $1.4 million, or 13.4%, money market accounts increased $10.4 million, or 28.8%, savings accounts grew $32.9 million, or 45.8%, and time deposits increased $18.3 million, or 57.2%. Interest-bearing demand deposits decreased by $529,000, or 6.8%.

Borrowed Funds. Liberty Bank had no borrowed funds at December 31, 2007. Borrowings at December 31, 2006 totaling $2.0 million, and consisted of an advance from the Federal Home Loan Bank of Cincinnati.

Comparison of Operating Results for the Three Months Ended December 31, 2007 and 2006

Liberty Bank reported an increase of $162,000, or 45.2%, in net income to $520,000, or $0.76 per basic share for the three months ended December 31, 2007 from $358,000 or $0.68 per basic share for the three months ended December 31, 2006.

Net income for the three months ended December 31, 2007 benefited from growth in loans and a resultant growth in interest income that was offset by approximately $114,000, net of taxes, of expenses associated with the merger with Century Bank. Interest income improved by $664,000, or 45.9%, to $2.1 million for the three months ended December 31, 2007 from $1.4 million in the same quarter of 2006.

The increase in interest income included a 35.7% increase in interest on loans, to $3.4 million for the three months ended December 31, 2007 from $2.5 million for the three months ended December 31, 2006. Continuing deposit competition and growth in interest bearing deposits contributed to a 64.3% increase in deposit interest expense. The average rates paid on interest bearing deposits increased from 3.56% for the three months ended December 31, 2006 to 3.74% for the three months ended December 31, 2007.

Deposit interest expense increased by $817,000 to $2.1 million for the fourth quarter of 2007 from $1.3 million during the fourth quarter of 2006. Despite the increase in deposit interest expense, our net interest margin improved as a result of increased earning assets. Interest expense on borrowings decreased $38,000, as Liberty Bank had no borrowings during the fourth quarter of 2007. The provision for loan losses for the three months ended December 31, 2007 was $90,000, a decrease of $120,000 from the comparable period in 2006, as loan growth during this period experienced a greater than usual seasonal decline. Non-interest income increased to $405,000 for the three months ended December 31, 2007 from $319,000 for the three months ended December 31, 2006. This increase was attributable to additional education loans being sold in 2007 and an increase in service charges and fees being recorded in 2007. Gain on sale of loans totaled $305,000 for the three months ended December 31, 2007 compared to $237,000 for the comparable period in 2006, an increase of $69,000, or 29.0%. Service charges and fees showed an increase of $23,000, or 50.7%, from 2006.

Net Interest Income. Net interest income for the quarter ended December 31, 2007 grew from the 2006 period, reflecting the strengthening of Liberty Bank’s core earnings from continued loan growth. Net interest income before provision for loan losses increased $700,000, or 50.0%, to $2.1 million for the three months ended December 31, 2007 from $1.4 million for the three months ended December 31, 2006.

Growth in loans, combined with increased liquidity, contributed to interest income growth. Deposit interest expense increased by approximately $800,000, to $2.1 million for the fourth quarter of 2007 from $1.3 million during the fourth quarter of 2006. Increases in deposit interest expense were impacted by continued strong deposit competition.

Net Interest Margin. Liberty Bank’s net interest margin improved during the three months ended December 31, 2007 from the same period in the previous year. For the three months ended December 31, 2007, net interest margin rose to 3.80% from 3.77% for the comparable period in 2006.

Average total loans were $152.1 million for the three months ended December 31, 2007 compared to $133.7 million for the three months ended December 31, 2006, an increase of 13.8%. Deposit growth was utilized to fund the growth in loans. Average interest-bearing liabilities were $188.0 million for the three months ended December 31, 2007, up from $145.4 million for the three months ended December 31, 2006.

Non-Interest Expense. Non-interest expenses were impacted by both our overall growth in existing departments and expenses associated with Liberty Bank’s merger with Century Bank. Our efficiency ratios have improved while at the same time the growth of Liberty Bank’s operating infrastructure has continued. Liberty Bank’s efficiency ratio for the three months ended December 31, 2007 was 62.27%, compared to 62.76% for the three months ended December 31, 2006.

For the three months ended December 31, 2007 and December 31, 2006, non-interest expense was $1.6 million and $1.1 million, respectively. Non-interest expense for the fourth quarter of 2007 increased by $187,000 from expenses associated with the merger with Century Bank.

The largest non-merger related component of non-interest expense is compensation and benefit expense. For the three months ended December 31, 2007 and December 31, 2006, compensation and benefit expense was $931,000 and $636,000, respectively. The increase of $295,000 in this category is attributable to increased salary expense due to expanding staffing requirements resulting from Liberty Bank’s growth, salary merit increases, increases in health insurance premiums and the expense of Liberty Bank’s employee stock option plans. Data processing expense decreased $24,000 for the fourth quarter of 2007 compared to the fourth quarter of 2006.

Comparison of Operating Results for the Twelve Months Ended December 31, 2007 and 2006

Net income increased $1.0 million to $1.8 million, or $2.54 per diluted share, for the twelve months ended December 31, 2007 from $826,000, or $1.60 per diluted share, for the twelve months ended December 31, 2006, primarily as the result of increased earning assets and increased fee income, offset by increases in the loan loss provision and increases in operating expenses associated with growth of Liberty Bank and merger related expenses. Net income for the twelve months ended December 31, 2007 was driven by growth in interest income resulting from continued loan growth. Interest income improved by $5.3 million, or 55.0%, to $14.9 million for the twelve months ended December 31, 2007, compared to $9.6 million for the twelve months ended December 31, 2006. The increase in interest income included a 37.7% increase in interest on loans, to $12.2 million for the twelve months ended December 31, 2007, from $8.9 million for the

twelve months ended December 31, 2006. Rising deposit rates and, to a lesser degree, deposit growth contributed to an increase in deposit interest expense. The average rate paid on interest bearing deposits increased from 3.56% for the twelve months ended December 31, 2006 to 3.74% for the twelve months ended December 31, 2007. Deposit interest expense increased by approximately $2.7 million, to $7.0 million for the twelve months ended December 31, 2007 from $4.3 million during the twelve months ended December 31, 2006. Interest expense on borrowings decreased as Liberty Bank used minimal borrowings to support asset growth during 2007. The provision for loan losses for the twelve months ended December 31, 2007 was $642,000, compared to $366,000 in 2006, reflecting the growth in loans. Non-interest income increased to $1.5 million for the twelve months ended December 31, 2007 from $963,000 for the twelve months ended December 31, 2006. The increase in non-interest income was primarily due to the increase in gains on sale of education loans related to the increased volume of loans originated.

Net Interest Income. Improvements in net interest income for the twelve months ended December 31, 2007 were primarily the result of growth in loans and increased federal funds sold, combined with changes in interest rates. Net interest income before provision for loan losses increased $2.7 million, or 51.8%, to $7.9 million for the twelve months ended December 31, 2007 from $5.2 million for the twelve months ended December 31, 2006. Growth in earning assets outweighed increases in interest expense from growth of deposits for the twelve months ended December 31, 2007.

Net Interest Margin. Net interest margin increased for the twelve months ended December 31, 2007 from the same period in the previous year. For the twelve months ended December 31, 2007, net interest margin rose to 3.88% from 3.73% for the comparable period in the prior year. Yields on interest earning assets rose by 36 basis points to 7.34% for the first twelve months of 2007 from 6.98% in the first twelve months of 2006, while the cost of interest-bearing liabilities rose by 10 basis points to 3.74% for the first twelve months of 2007, from 3.64% in the first twelve months of 2006. Yields rose as a result of significant loan growth and higher loan rates on new loans.

Non-Interest Expense. For the twelve months ended December 31, 2007 and December 31, 2006, non-interest expense was $5.8 million and $4.4 million, respectively. For the twelve months ended December 31, 2007 and December 31, 2006, compensation and benefit expense was $3.4 million and $2.5 million, respectively. The increase of $900,000 in this category is attributable to increased salary expense due to expanding staffing requirements resulting from Liberty Bank’s growth and merit increases in salaries. Professional fees increased by $199,000 from $267,000 for the twelve months ended December 31, 2006 to $466,000 for the twelve months ended December 31, 2007. This increase was primarily attributable to merger related expenses of $187,000.

SUMMARY SELECTED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following table shows selected unaudited financial information on a pro forma condensed consolidated basis giving effect to the merger and the stock offering, assuming the offering is completed at the maximum, as adjusted, of the offering range based on the assumptions set forth below. The pro forma unaudited condensed consolidated financial data gives effect to the merger, using the purchase method of accounting as required by accounting principles generally accepted in the United States of America. The pro forma unaudited condensed consolidated financial data give effect to the merger as if the merger had become effective at the end of the periods presented, in the case of balance sheet information, and at the beginning of the periods presented, in the case of income statement information.

We anticipate that the merger will provide the combined company with financial benefits and the opportunity to increase revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined as of the dates and during the periods presented.

You should read this summary pro forma information in conjunction with the information under “Pro Forma Data” beginning on page [ ] of the prospectus.


	At or For the Nine Months Ended September 30, 2007			At or For the Year Ended December 31, 2006
	(In thousands)
Pro Forma Combined Financial Condition Data:
Total assets	$	398,350		$	354,781
Cash and cash equivalents		70,025			49,319
Investment securities available for sale		27,335			32,764
Investment securities held to maturity		2,995			3,985
Loans receivable, net		189,413			175,660
Loans held for sale, net		77,630			60,077
Intangible assets		15,135			16,800
Deposits		335,864			291,850
Stockholders’ equity		59,072			58,841

Pro Forma Combined Operating Data:
Interest income	$	17,340		$	17,987
Interest expense		(8,334	)		(8,344	)

Net interest income		9,006			9,643
Provision for loan losses		(744	)		(376	)

Net interest income after provision for loan losses		8,262			9,267
Non-interest income		1,244			1,330
Non-interest expense		(7,834	)		(8,946	)

Income before income taxes		1,672			1,651
Income tax expense		(750	)		(756	)

Net income	$	922		$	895

USE OF PROCEEDS

The following table shows how we intend to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering and the merger. Payments for shares made through withdrawals from deposit accounts at Century Bank will reduce Century Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.


	Minimum of Offering Range					Midpoint of Offering Range					Maximum of Offering Range					Maximum, as adjusted of Offering Range ⁽¹⁾
	1,955,000 Shares at $10.00 Per Share			Percent of Net Proceeds		2,300,000 Shares at $10.00 Per Share			Percent of Net Proceeds		2,645,000 Shares at $10.00 Per Share			Percent of Net Proceeds		3,041,750 Shares at $10.00 Per Share			Percent of Net Proceeds
		(Dollars in thousands)
Gross offering proceeds	$	19,550				$	23,000				$	26,450				$	30,418
Less: offering expenses		(1,255	)				(1,287	)				(1,319	)				(1,356	)

Net offering proceeds		18,295		100.00	%		21,713		100.00	%		25,131		100.00	%		29,062		100.00	%
Less:
Proceeds contributed to Century Bank⁽²⁾		(14,008	)	(76.57	)%		(16,866	)	(77.68	)%		(19,725	)	(78.49	)%		(23,013	)	(79.19	)
Proceeds used for loan to employee stock ownership plan		(2,731	)	(14.93	)%		(2,973	)	(13.69	)%		(3,214	)	(12.79	)%		(3,492	)	(12.01	)%

Proceeds remaining for Century Commercial Bancorp	$	1,556		8.50	%	$	1,874		8.63	%	$	2,192		8.72	%	$	2,557		8.80	%

(1)

As adjusted to give effect to an increase in the number of shares of common stock outstanding after the stock offering which could occur due to an increase in the maximum of the independent valuation as a result of regulatory considerations, demand for the shares, or changes in market conditions or general economic conditions following the commencement of the stock offering.

(2)

In addition, as part of the merger, Century Bank will pay $20.8 million as the cash portion of the merger consideration to Liberty Bank’s shareholders, including merger related expenses. Any difference between the $20.8 million and the net cash proceeds contributed to Century Bank from the offering will come from existing assets of Century Bank.

The net offering proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and any community offering.

We are undertaking the offering at this time in order to increase our capital to acquire Liberty Bank.

Initially, Century Commercial Bancorp intends to invest in short-term liquid investments utilizing the net offering proceeds it retains. Century Commercial Bancorp ultimately may use the proceeds it retains from the offering:

•

to invest in securities;

•

to deposit funds in Century Bank;

•

to repurchase its shares of common stock;

•

to pay dividends to our shareholders;

•

to finance acquisitions of financial institutions or branches and other financial services businesses, although there are no specific plans to do so at this time, other than our acquisition of Liberty Bank;

•

to finance the purchase of shares of common stock in the offering by the employee stock ownership plan; and

•

for general corporate purposes.

Under current Office of Thrift Supervision regulations we may not repurchase shares of our common stock during the first year following the offering, except when extraordinary circumstances exist and with prior regulatory approval. The loan that will be used to fund the purchases by the employee stock ownership plan will accrue interest.

Century Bank intends to utilize the proceeds it receives from the offering to help finance the acquisition of Liberty Bank. Any additional proceeds received by Century Bank will be invested initially in short-term, liquid investments. Over time, Century Bank may use the additional proceeds, if any, that it receives from the stock offering as follows:

•

to pursue new opportunities in our existing portfolio of residential mortgages, commercial real estate, and residential acquisition, development and construction loans, and offering the additional products our merger partner, Liberty Bank, provides, such as commercial business and education loans;

•

to support new products and services, including increased cash management services;

•

to expand our franchise through acquisitions, including our merger with Liberty Bank, although there are no additional specific plans to do so at this time.

•

to invest in securities; and

•

for general corporate purposes.

The use of the proceeds outlined above may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions. Until we can increase our net interest income and non-interest income, we expect our return on equity to remain below the industry average, which may negatively affect the value

of our common stock. See “Risk Factors—Risks Related to this Offering—Our return on equity initially will be low compared to other publicly traded financial institutions.” A low return on equity may negatively affect the trading price of our common stock.

Except as described above, neither Century Commercial Bancorp nor Century Bank has any specific plans for the investment of the proceeds of this offering, and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the offering, see “The Conversion and Stock Offering—Reasons for the Offering.”

OUR DIVIDEND POLICY

We have not yet determined whether we will pay a dividend on our common stock. After the offering, our board of directors will consider a policy of paying regular cash dividends. The board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account our financial condition and results of operations, tax considerations, capital requirements, industry standards and economic conditions. The regulatory restrictions that affect the payment of dividends by Century Bank to us discussed below will also be considered. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

Century Commercial Bancorp will be subject to Maryland law relating to its ability to pay dividends to its shareholders. Century Commercial Bancorp will not be subject to Office of Thrift Supervision regulatory restrictions on the payment of dividends. However, our ability to pay dividends may depend, in part, upon dividends we receive from Century Bank because we initially will have no source of income other than dividends from Century Bank, earnings from the investment of the net proceeds from the offering that we retain, and interest payments received on our loan to the employee stock ownership plan. We expect that Century Commercial Bancorp will retain approximately $2.2 million from the net proceeds raised in the offering at the maximum of the offering range based upon our estimate of offering and merger-related expenses and other assumptions described in “Pro Forma Data.” Federal banking regulations limit dividends and other distributions from Century Bank to us. In addition, Century Commercial Bancorp may not make a distribution that would constitute a return of capital during the twelve months following the completion of the conversion. No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized. See “Regulation and Supervision—Bank Regulation.”

Any payment of dividends by Century Bank to us that would be deemed to be drawn out of Century Bank’s bad debt reserves would require Century Bank to pay federal income taxes at the then current income tax rate on the amount deemed distributed. See “Federal and State Taxation—Federal Income Taxation.” We do not contemplate any distribution by Century Bank that would result in this type of tax liability.

MARKET FOR COMMON STOCK OF CENTURY COMMERCIAL BANCORP

We have not previously issued common stock and there is currently no established market for the common stock. Upon completion of the offering, we expect that our shares of common stock will be listed on the Nasdaq Capital Market under the symbol “CENB.” Stifel, Nicolaus & Company, Incorporated intends to become a market maker in our common stock following the offering, but it is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a long-term investment intent and should recognize that there may be a limited trading market in the common stock.

CAPITALIZATION

The following table presents the historical capitalization of Century Bank and Liberty Bank at September 30, 2007 and the capitalization of Century Commercial Bancorp after giving effect to the offering proceeds and the merger (referred to as “pro forma” information). The table depicts adjustments to capitalization resulting first from the offering and then from the merger only at the minimum of the offering range and then depicts Century Commercial Bancorp’s capitalization following the offering and merger at the minimum, midpoint, maximum and maximum, as adjusted, of the offering range. Merger adjustments have been calculated using the purchase method of accounting. The pro forma capitalization gives effect to the assumptions listed under “Pro Forma Data,” based on the sale of the number of shares of common stock indicated in the table. The table does not reflect the issuance of additional shares as a result of the exercise of options granted under the proposed stock-based benefit plans. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. We are offering our common stock on a best efforts basis. We must sell a minimum of 1,955,000 shares to complete the offering.


	Century Bank		Offering Adjustments: 1,955,000 Shares at Minimum of Offering Range			Century Commercial Bancorp Post- offering			Liberty Bank⁽²⁾			Merger Adjustments			Pro Forma Capitalization Based Upon the Sale of (1)
	Century Bank					Century Commercial Bancorp Post- offering			Liberty Bank⁽²⁾			Merger Adjustments			1,955,000 Shares at $10.00 per share ⁽²⁾			2,300,000 Shares at $10.00 per share ⁽³⁾			2,645,000 Shares at $10.00 per share ⁽³⁾			3,041,750 Shares at $10.00 per share ⁽³⁾
	(Dollars in thousands)
Deposits ⁽⁴⁾	$	129,495	$	—		$	129,495		$	205,458		$	911		$	335,864		$	335,864		$	335,864		$	335,864
Borrowings		—		—			—			—			—			—			—			—			—

Total deposits and borrowed funds	$	129,495	$	—		$	129,495		$	205,458		$	911		$	335,864		$	335,864		$	335,864		$	335,864

Stockholders’ equity:
Preferred stock	$	—	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Common stock ⁽⁵⁾⁽⁷⁾		—		20			20			8,651			(8,632	)		39			42			46			49
Additional paid-in capital⁽⁷⁾		—		17,105			17,105			14,046			5,400			36,551			39,862			43,173			46,981
Retained earnings		15,528		—			15,528			2,378			(2,378	)		15,528			15,528			15,528			15,528
Accumulated other comprehensive income		6		—			6			(18	)		18			6			6			6			6
Treasury shares		—		—			—			(106	)		106			—			—			—			—
Less: Common stock acquired by employee stock ownership plan ⁽⁶⁾		—		(2,731	)		(2,731	)		—			—			(2,731	)		(2,973	)		(3,214	)		(3,492	)

Total stockholders’ equity	$	15,534	$	14,394		$	29,928		$	24,951		$	(5,486	)	$	49,393		$	52,465		$	55,539		$	59,072

(footnotes begin on next page)

(1)

For a discussion of the assumptions used in calculating the expenses of the offering, see “Pro Forma Data.” Shares issued and outstanding total 3,901,563, 4,246,563, 4,591,563 and 4,988,313, respectively, at the minimum, midpoint, maximum and maximum, as adjusted, of the offering range, including shares sold in the offering, and shares issued to Liberty Bank shareholders.

(2)


	(In thousands)
Liberty Bank historical common stock at September 30, 2007	$	6,858
Plus: $10 par value of 179,287 stock options exercised		1,793

Adjusted historical common stock	$	8,651


	(In thousands)
Liberty Bank historical paid-in-excess at September 30, 2007	$	11,029
Plus: cash proceeds from the exercise of 179,287 stock options at an average price of $26.826 subsequent to September 30, 2007		4,810
Exercise of 179,287 stock options: $10 par value		(1,793	)

Adjusted historical paid-in-excess	$	14,046

(3)	Reflects the issuance of 1,946,563 shares to Liberty Bank shareholders in the merger.

(4)	Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(5)	Reflects total shares issued, including shares sold in the offering and shares to be issued in the merger.

(6)

Assumes that 7% of the shares of common stock issued in the stock offering, including shares issued in the merger, will be acquired by the employee stock ownership plan in the offering with funds borrowed from Century Commercial Bancorp. Under accounting principles generally accepted in the United States, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of capital. As shares are released to plan participants’ accounts, a compensation expense will be charged, along with a related tax benefit, and a reduction in the charge against capital will occur in the amount of the compensation expense recognized. Since the funds are borrowed from Century Commercial Bancorp, the borrowing will be eliminated in consolidation and no liability, interest income or interest expense will be reflected in the consolidated financial statements of Century Commercial Bancorp. See “Management of Century Commercial Bancorp—Tax-Qualified Benefit Plans—Employee Stock Ownership Plan and Trust.”

(7)	Includes exercise of 179,287 Liberty stock options outstanding at September 30, 2007.

REGULATORY CAPITAL COMPLIANCE

At September 30, 2007, Century Bank exceeded all regulatory capital requirements. The following table presents Century Bank’s regulatory capital position relative to regulatory capital requirements at September 30, 2007, on a historical and a pro forma basis, assuming completion of the merger with Liberty Bank and completion of the offering. The table reflects receipt by Century Bank of 90% of the net proceeds of the offering after funding the expenses and cash costs of the merger with Liberty Bank. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan (7% of the shares issued in the offering, including shares issued to Liberty Bank shareholders in the merger) are deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see “Use of Proceeds,” “Capitalization” and “Pro Forma Data.” For a discussion of the capital standards applicable to Century Bank and Liberty Bank, see “Regulation and Supervision—Bank Regulation.”


					Pro Forma (giving effect to the offering and merger) at September 30, 2007
	Century Bank historical at September 30, 2007				Minimum of offering range 1,955,000 shares at $10.00 per share ⁽²⁾				Midpoint of offering range 2,300,000 shares at $10.00 per share ⁽²⁾				Maximum of offering range 2,645,000 shares at $10.00 per share ⁽²⁾				Adjusted maximum of offering range 3,041,750 shares at $10.00 per share ⁽²⁾
	Amount		Percent of assets ⁽¹⁾		Amount ⁽³⁾		Percent of assets ⁽²⁾		Amount⁽³⁾		Percent of assets ⁽²⁾		Amount ⁽³⁾		Percent of assets ⁽²⁾		Amount ⁽³⁾		Percent of assets ⁽²⁾
	(Dollars in thousands)
Capital under generally accepted accounting principles	$	15,534	10.6	%	$	46,277	12.0	%	$	48,893	12.6	%	$	51,511	13.1	%	$	54,521	13.8	%

Tier I Leverage Capital:
Actual	$	15,528	10.6	%	$	31,136	8.1	%	$	33,753	8.7	%	$	36,370	9.3	%	$	39,380	10.0	%
Requirement		7,304	5.0			19,321	5.0			19,459	5.0			19,597	5.0			19,755	5.0

Excess	$	8,224	5.6	%	$	11,815	3.1	%	$	14,294	3.7	%	$	16,773	4.3	%	$	19,625	5.0	%

Tier I Risk-Based Capital (4):
Actual	$	15,528	14.8	%	$	31,136	14.1	%	$	33,753	15.3	%	$	36,370	16.4	%	$	39,380	17.7	%
Requirement		6,287	6.0			13,214	6.0			13,247	6.0			13,280	6.0			13,318	6.0

Excess	$	9,241	8.8	%	$	17,922	8.1	%	$	20,506	9.3	%	$	23,090	10.4	%	$	26,062	11.7	%

Total Risk-Based Capital:
Total risk-based capital (4)	$	16,220	15.5	%	$	33,256	15.1	%	$	35,873	16.2	%	$	38,490	17.4	%	$	41,500	18.7	%
Requirement		10,478	10.0			22,023	10.0			22,078	10.0			22,133	10.0			22,197	10.0

Excess	$	5,742	5.5	%	$	11,233	5.1	%	$	13,794	6.2	%	$	16,356	7.4	%	$	19,304	8.7

(1)	Shown as percent of assets under generally accepted accounting principles in the United States of America, adjusted total, or adjusted risk-weighted assets as appropriate.

(2)	Reflects the issuance of 1,946,563 shares in the merger to Liberty Bank shareholders.

(3)	Reconciliation of capital adjustment for Century Bank.

(4)	Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk-weighting.


	Minimum of offering range			Midpoint of offering range			Maximum of offering range			Maximum, as adjusted of offering range
	(In thousands)
Gross offering proceeds	$	19,550		$	23,000		$	26,450		$	30,418
Less: offering expenses		(1,255	)		(1,287	)		(1,319	)		(1,356	)
Less: loan to ESOP		(2,731	)		(2,973	)		(3,214	)		(3,492	)
Less: cash retained by holding company		(1,556	)		(1,874	)		(2,192	)		(2,557	)

Net cash infused into the Bank		14,008			16,866			19,725			23,013
Less: ESOP adjustment at Bank		(2,731	)		(2,973	)		(3,214	)		(3,492	)

Net increase in capital resulting from the offering		11,277			13,893			16,511			19,521
Less: cash to fund the merger		(19,465	)		(19,465	)		(19,465	)		(19,465	)
Net increase in capital resulting from the merger (*)		38,931			38,931			38,931			38,931

Increase in GAAP capital		30,743			33,359			35,977			38,987
Less: increase in disallowed intangible assets		(15,135	)		(15,135	)		(15,135	)		(15,135	)

Increase in Tier 1 capital		15,608			18,224			20,842			23,852
Plus: increase in allowable Tier 2 capital		1,428			1,428			1,428			1,428

Increase in risk-based capital	$	17,036		$	19,652		$	22,270		$	25,280

(*)	Includes acquired equity of $25.0 million at the bank level after exercise of stock options and other accounting entries related to the application of purchase accounting.

PRO FORMA DATA

The following pro forma unaudited condensed consolidated statements of financial condition and the pro forma unaudited consolidated statements of income give effect to the proposed offering and the merger with Liberty Bank, based on the assumptions set forth below. As a result, the pro forma data assumes the completion of the offering and the merger with Liberty Bank. The condensed pro forma unaudited consolidated financial statements are based, in part, on the audited consolidated financial statements of Century Bank and Liberty Bank for the year ended December 31, 2006 and the unaudited consolidated financial statements of Century Bank and Liberty Bank for the nine months ended September 30, 2007. The pro forma unaudited condensed consolidated financial statements give effect to the offering at historical cost and the merger using the purchase method of accounting as required by accounting principles generally accepted in the United States of America.

The pro forma adjustments in the tables assume the issuance of 1,955,000 shares, which is the minimum of the offering range, and 3,041,750 shares, which is the maximum of the offering range, as adjusted, in the offering. Liberty Bank shareholders will receive in the merger $45.00 in cash or 4.5 shares of Century Commercial Bancorp common stock for each share of Liberty Bank, provided that 50% of the merger consideration must be in the form of Century Commercial Bancorp common stock. For a more detailed discussion of how many shares will be issued in connection with the offering and the merger, see “Pro Forma Data—Analysis of Pro Forma Outstanding Shares of Century Commercial Bancorp Common Stock.” The purchase price for purposes of the pro forma presentation for Liberty Bank was calculated as follows:


	September 30, 2007			December 31, 2006
	(In thousands)
Net assets acquired (not adjusted for purchase accounting)	$	24,951		$	23,286
Purchase accounting adjustments:
Estimated non-tax deductible merger costs		(810	)		(810	)
Estimated tax deductible merger costs		(540	)		(540	)
Loans receivable, net (1)		1,581			1,581
Deposits (1)		(911	)		(911	)
Fixed assets		66			66
Core deposit intangible (2)		1,284			1,284
Customer relationship intangible (3)		110			110
Tax impact of purchase accounting adjustments at 34%		(541	)		(541	)
Goodwill		13,741			15,406

Purchase price (4)	$	38,931		$	38,931

(1)

Fair value adjustments are calculated using discounted cash flow analysis using a comparison of portfolio rates to market rates as of September 30, 2007, with such adjustments applied to the September 30, 2007 balances. Fair value adjustments are amortized using the estimated lives of the respective assets and liabilities.

(2)

Core deposit intangible reflects the present value benefit to Century Commercial Bancorp of utilizing the acquired core deposits as a funding source relative to wholesale funding costs based on the rates of Federal Home Loan Bank advances. The core deposit intangible is calculated using deposit balances and interest rates as of September 30, 2007. Costs of the acquired core deposits include interest costs, plus estimated operating expenses, less estimated non-interest income to be derived from the core deposits. Acquired core deposits are projected to decay based on assumptions promulgated by the Office of Thrift Supervision. The yield for each period is discounted to present value using a weighted average cost of capital. The core deposit intangibles are amortized over the estimated lives of the core deposits using an accelerated amortization method.

(3)	Customer relationship intangible reflects the estimated customer acquisition costs saved by Century Bank by acquiring the existing customers of Liberty Bank.

(4)	The composition of the purchase price, net, at September 30, 2007 is as follows (In thousands)


Stock portion of merger consideration	$	19,466
Cash portion of merger consideration		19,465

Purchase price, net	$	38,931

The net proceeds are based upon the following assumptions:

•

Century Commercial Bancorp will sell all shares of common stock offered in the subscription offering;

•

Century Commercial Bancorp’s employee stock ownership plan will purchase, with a loan from Century Commercial Bancorp, a number of shares equal to 7% of the total number of outstanding shares of Century Commercial Bancorp, which includes shares sold in the offering and shares issued to Liberty Bank shareholders in the merger;

•

total expenses of the offering, including fees paid to Stifel, Nicolaus & Company, Incorporated, will range from $1.3 million at the minimum of the offering range to $1.4 million at the maximum, as adjusted of the offering range;

•

130,000 shares of common stock will be purchased by Century Commercial Bancorp’s executive officers and directors, and their associates; and

•

Stifel, Nicolaus & Company, Incorporated will receive fees equal to 1.0% of the aggregate purchase price of the shares of stock sold in the offering, excluding any shares purchased by any employee benefit plans or purchased by any of Century Commercial Bancorp’s directors, officers or employees or members of their immediate families, and shares issued in the merger.

In addition, the expenses of the offering and the merger, but not the purchase price of the merger, may vary from those estimated, and the fees paid to Stifel, Nicolaus & Company, Incorporated will vary from the amounts estimated if the amount of shares of Century Commercial Bancorp common stock sold varies from the amounts assumed above or if a syndicated community offering becomes necessary. These items, net of income tax effects, are shown as a reduction in shareholders’ equity in the following tables, but are not shown as a reduction in net income for the periods shown in the following tables.

Pro forma net earnings have been calculated for the year ended December 31, 2006 and the nine months ended September 30, 2007 as if the shares of Century Commercial Bancorp common stock to be issued in the offering had been sold and the merger exchange shares had been issued as of the beginning of the period. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of Century Commercial Bancorp common stock.

The unaudited condensed consolidated pro forma balance sheets assume the offering and merger were consummated on December 31, 2006 and September 30, 2007.

The pro forma unaudited statements are provided for informational purposes only. The pro forma financial information presented is not necessarily indicative of the actual results that would have been achieved had the offering and merger been consummated on December 31, 2006 and September 30, 2007 at the beginning of the periods presented, and is not indicative of future results. The pro forma unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto of Century Bank and the financial statements and the notes thereto of Liberty Bank contained elsewhere in this prospectus.

The shareholders’ equity represents the resulting book value of the common shareholders’ ownership of Century Commercial Bancorp and Liberty Bank computed in accordance with accounting principles generally accepted in the United States of America. Pro forma shareholders’ equity and book value are not intended to represent the fair market value of the common stock and, due to the existence of the tax bad debt reserve and intangible assets, may be different than amounts that would be available for distribution to shareholders in the event of liquidation.

The unaudited pro forma net earnings and common shareholders’ equity derived from the above assumptions are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Century Commercial Bancorp common stock or the actual results of operations of Century Commercial Bancorp and Liberty Bank for any period. Such pro forma data may be materially affected by the actual gross proceeds from the sale of shares of Century Commercial Bancorp in the offering and the actual expenses incurred in connection with the offering and the merger.

Pro forma merger adjustments to net income include entries to reflect the estimated fair value adjustments to financial assets and liabilities and the amortization of identifiable intangible assets created in the acquisition. Excluded from the calculation of pro forma net income are any adjustments to reflect the estimated interest income to be earned on the net proceeds of the offering, the estimated interest income to be foregone on the cash required to fund the merger with Liberty Bank and related expenses, and other estimated expense reductions from consolidating the operations of Liberty Bank with those of Century Commercial Bancorp.

The following table presents pro forma balance sheet information at September 30, 2007 at the minimum of the offering range assuming the issuance of 1,955,000 shares in the offering and the issuance of 1,946,563 shares to shareholders of Liberty Bank in the merger. The number of shares to be issued in the merger is based on the number of shares of Liberty Bank common stock outstanding and the number of options to purchase shares of Liberty Bank common stock outstanding as of the date of this prospectus. The average exercise price utilized in the footnotes to the following tables is the actual weighted average exercise price for all outstanding options at this date. The following tables assume the exercise of all outstanding options based on the intentions of directors and executive officers of Liberty Bank to exercise their options prior to completion of the merger. Directors and executive officers hold 66.0% of the total outstanding options.

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT

OF FINANCIAL CONDITION

SEPTEMBER 30, 2007


	Century Bank historical		Offering adjustments ⁽¹⁾			Century Commercial Bancorp as converted			Liberty Bank historical⁽²⁾			Merger adjustments⁽³⁾			Century Commercial Bancorp pro forma consolidated
	(In thousands)
Assets
Cash due from banks	$	1,840	$	14,394	⁽⁴⁾	$	16,234		$	9,006	⁽⁹⁾	$	(20,816	)⁽¹²⁾	$	4,424
Fed funds sold		6,500		—			6,500			49,422			—			55,922
Interest bearing deposits		2,871		—			2,871			—			—			2,871
Securities available for sale		15,394		—			15,394			11,941			—			27,335
Securities held to maturity		2,995		—			2,995			—			—			2,995
Loans receivable, net		110,179		—			110,179			77,653			1,581	⁽¹³⁾		189,413
Loans held for sale, net		—		—			—			77,630			—			77,631
Repossessed assets		—		—			—			371			—			371
Premises and equipment		1,504		—			1,504			1,319			66	⁽¹⁴⁾		2,889
Federal Reserve stock		—		—			—			525			—			525
FHLB stock		1,228					1,228			375			—			1,603
Bank owned life insurance (BOLI)		2,575		—			2,575			1,218			—			3,793
Goodwill		—		—			—			—			13,741	⁽¹⁵⁾		13,741
Core deposit intangible		—		—			—			—			1,284	⁽¹⁶⁾		1,284
Customer relationship intangible		—		—			—			—			110	⁽¹⁷⁾		110
Other		991		—			991			3,315			(541	)⁽¹⁸⁾		3,765

Total assets	$	146,077	$	14,394		$	160,471		$	232,775		$	(4,575	)	$	388,671

Liabilities
Deposits	$	129,495	$	—		$	129,495		$	205,458		$	911	⁽¹⁹⁾	$	335,864
FHLB advances/borrowed funds		—		-	⁽⁵⁾		—			—			—			—
Other liabilities		1,048		—			1,048			2,366			—			3,414

Total liabilities	$	130,543	$	—		$	130,543		$	207,824		$	911		$	339,278

Shareholders’ equity
Common stock	$	—	$	20	⁽⁶⁾	$	20		$	8,651	⁽¹⁰⁾	$	(8,632	)⁽²⁰⁾	$	39
Paid-in-excess		—		17,105	⁽⁷⁾		17,105			14,046	⁽¹¹⁾		5,400	⁽²¹⁾		36,551
Retained earnings		15,528		—			15,528			2,378			(2,378	)⁽²²⁾		15,528
Unrealized gain (loss)		6		—			6			(18	)		18	⁽²²⁾		6
Treasury stock		—		—			—			(106	)		106	⁽²²⁾		—
Employee stock ownership plan		—		(2,731	)⁽⁸⁾		(2,731	)		—			—			(2,731	)

Total equity	$	15,534	$	14,394		$	29,928		$	24,951		$	(5,486	)	$	49,393

Total liabilities and equity	$	146,077	$	14,394		$	160,471		$	232,775		$	(4,575	)	$	388,671

(footnotes continue on following page)

(1)

Shows the effect of the mutual-to-stock conversion of Century Bank, assuming gross proceeds of $19.6 million, the minimum of the valuation range, offering expenses of $1.3 million and establishment of an ESOP and stock-based benefit plan that will acquire 7.0% and 3.0% of total pro forma shares outstanding, respectively. The ESOP intends to purchase its shares in the offering and may purchase shares in the open market. Assumes the stock-based benefit plan will purchase shares in the open market after receiving stockholder approval to adopt the plan. Open market purchases by the stock-based benefit plan are assumed at $10.00 per share.

(2)	Adjusted for the exercise of options subsequent to September 30, 2007. See footnotes 10 and 11.

(3)	Reflects the purchase accounting and acquisition adjustments related to the acquisition of Liberty Bank for a price of $45.00 per share in cash and newly issued conversion stock.

(4)	Calculated as follows:


	(In thousands)
Gross proceeds of offering	$	19,550
Estimated expenses		(1,255	)
Common stock acquired by ESOP		(2,731	)
Common stock acquired by stock-based benefit plans		(1,170	)

Pro forma adjustment	$	14,394

(5)	The ESOP loan is funded internally with a loan from Century Commercial Bancorp, thus no borrowing liability is recorded on the consolidated balance sheet of Century Commercial Bancorp.

(6)	Par value $0.01 per share and the issuance of 1,955,000 shares in the offering.

(7)	Calculated as follows:


	(In thousands)
Net proceeds of offering	$	18,295
Stock acquired by stock based benefit plans		(1,170	)
Less: par value (Footnote 6)		(20	)

Pro forma adjustment	$	17,105

(8)	Contra-equity account established to reflect the obligation to repay the loan to the ESOP.

(9)	Calculated as follows:


	(In thousands)
Liberty Bank cash and due from banks at September 30, 2007	$	4,196
Plus: Cash proceeds from the exercise of 179,287 stock options, at an average price of $26.826		4,810

Adjusted historical cash and due from banks	$	9,006

(10)	Calculated as follows:


	(In thousands)
Liberty Bank historical common stock at September 30, 2007	$	6,858
Plus: $10 par value of 179,287 stock options Exercised		1,793

Adjusted historical common stock	$	8,651

(11)	Calculated as follows:


	(In thousands)
Liberty Bank historical paid-in-excess at September 30, 2007	$	11,029
Plus: cash proceeds from the exercise of 179,287 stock options at an average price of $26.826 subsequent to September 30, 2007		4,810
Exercise of 179,287 stock options; $10 par value		(1,793	)

Adjusted historical paid-in-excess	$	14,046

(footnotes continued on following page)

(12)	Includes the cash portion of the merger consideration paid to shareholders of Liberty Bank, non-tax deductible transaction expenses and tax deductible transaction expenses as follows:


	(In thousands)
Cash portion of merger consideration	$	19,466
Non-tax deductible transaction expenses		810
Tax deductible transaction expenses		540

Total cash adjustment	$	20,816

(13)

Yield adjustment that reflects the difference between portfolio yields and market rates as of September 30, 2007 for loans acquired in the merger. For variable rate loans that reprice frequently and with no significant change in credit risk, fair value is the carrying value. For other categories of loans such as fixed rate residential mortgages, commercial and consumer loans, fair value is estimated based on discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar collateral and credit ratings and for similar remaining maturities. Yield adjustments are amortized into income over the lives of the related loans.

(14)	Adjustment to reflect the estimated market values of the land and building acquired with Liberty Bank.

(15)	Goodwill is an intangible asset that is not subject to amortization. The goodwill balance will be tested annually for impairment. Goodwill is calculated as:


	(In thousands, except share and percentage data)
Purchase price per share	$	45.00
Number of Liberty Bank shares acquired		865,139

Purchase price		38,931
Less: acquired shareholders’ equity		(20,141	)
Less: options exercised prior to transaction		(4,810	)
Plus: non-tax deductible transaction expenses		810
Plus: taxable purchase accounting adjustments:
Tax deductible transaction expenses		540
Yield adjustment for acquired certificates of deposit		911
Yield adjustment for acquired loans		(1,581	)
Market value adjustment for fixed assets		(66	)
Core deposit intangible		(1,284	)
Customer relationship intangible		(110	)
Tax effect at marginal tax rate of 34%		541

Goodwill	$	13,741

(footnotes continued on following page)

(16)

Core deposit intangible is an identifiable intangible asset representing the economic value of the acquired Liberty Bank core deposit base (i.e., consisting of total deposits less all time deposits and savings accounts offsetting education loans), calculated as the present value benefit of funding operations with the acquired core deposit base versus using an alternative funding source. The core deposit intangible asset is amortized on an accelerated basis over 10 years.

(17)	Customer relationship intangible reflects the estimated customer acquisition costs saved by Century Bank in acquiring the existing customers of Liberty Bank. The customer relationship intangible is amortized on a straight line basis over five years.

(18)	Deferred tax liability created as a result of purchase accounting is $541,000. See footnote 15.

(19)

Yield adjustment to reflect the difference between portfolio yields and market rates as of September 30, 2007 for time deposits acquired in the merger. Yield adjustment is estimated using present value analysis and the yield adjustment is accreted into income over the lives of the related time deposits.

(20)	Adjustment to common stock is calculated as follows:


	(In thousands)
Par value of common stock issued in the merger at $0.01 per share	$	19
Less historical Liberty Bank par value of common stock		(8,651	)

Adjustment to common stock	$	(8,632	)

(21)	Adjustment to paid-in-excess is calculated as follows:


	(In thousands)
Stock issued to Liberty Bank shareholders in the merger	$	19,466
Less historical Liberty Bank paid-in-excess		(14,046	)
Less par value of common stock issued in merger		(19	)
Rounding		(1	)

Adjustment to paid-in-excess	$	5,400

(22)	Adjustment to eliminate the historical Liberty Bank capital account entries pursuant to purchase accounting.

The following table presents pro forma balance sheet information at December 31, 2006 at the minimum of the offering range assuming the issuance of 1,955,000 shares in the offering and the issuance of 1,946,563 shares to shareholders of Liberty Bank in the merger.

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT

OF FINANCIAL CONDITION

DECEMBER 31, 2006


	Century Bank historical			Offering adjustments(1)			Century Commercial Bancorp as converted			Liberty Bank historical(2)			Merger adjustments(3)			Century Commercial Bancorp pro forma consolidated
		(In thousands)
Assets
Cash due from banks	$	2,452		$	14,394	⁽⁴⁾	$	16,846		$	11,571	⁽⁹⁾	$	(20,816	)⁽¹²⁾	$	7,601
Fed funds sold		5,300			—			5,300			26,739			—			32,039
Interest bearing deposits		4,643			—			4,643			—			—			4,643
Securities available for sale		23,925			—			23,925			8,839			—			32,764
Securities held to maturity		3,985			—			3,985			—			—			3,985
Loans receivable, net		102,085			—			102,085			71,994			1,581	⁽¹³⁾		175,660
Loans held for sale, net		—			—			—			60,077			—			60,077
Repossessed assets		—			—			—			192			—			192
Premises and equipment		1,614			—			1,614			1,146			66	⁽¹⁴⁾		2,826
Federal Reserve stock		—			—			—			347			—			347
FHLB stock		1,228						1,228			376			—			1,604
Bank owned life insurance (BOLI)		2,501			—			2,501			1,186			—			3,687
Goodwill		—			—			—			—			15,406	⁽¹⁵⁾		15,406
Core deposit intangible		—			—			—			—			1,284	⁽¹⁶⁾		1,284
Customer relationship intangible		—			—			—			—			110	⁽¹⁷⁾		110
Other		1,000			—			1,000			2,418			(541	)⁽¹⁸⁾		2,877

Total assets	$	148,733		$	14,394		$	163,127		$	184,885		$	(2,910	)	$	345,102


Liabilities
Deposits	$	132,287		$	—		$	132,287		$	158,652		$	911	⁽¹⁹⁾	$	291,850
FHLB advances/borrowed funds		—			—	⁽⁵⁾		—			2,000			—			2,000
Other liabilities		1,143			—			1,143			947			—			2,090

Total liabilities	$	133,430		$	—		$	133,430		$	161,599		$	911		$	295,940


Shareholders’ equity
Common stock	$	—		$	20	⁽⁶⁾	$	20		$	8,651	⁽¹⁰⁾	$	(8,632	)⁽²⁰⁾	$	39
Paid-in-excess		—			17,105	⁽⁷⁾		17,105			13,642	⁽¹¹⁾		5,804	⁽²¹⁾		36,551
Retained earnings		15,392			—			15,392			1,196			(1,196	)⁽²²⁾		15,392
Unrealized gain (loss)		(89	)		—			(89	)		(97	)		97	⁽²²⁾		(89	)
Treasury stock		—			—			—			(106	)		106	⁽²²⁾		—
Employee stock ownership plan		—			(2,731	)⁽⁸⁾		(2,731	)		—			—			(2,731	)

Total equity	$	15,303		$	14,394		$	29,697		$	23,286		$	(3,821	)	$	49,162

Total liabilities and equity	$	148,733		$	14,394		$	163,127		$	184,885		$	(2,910	)	$	345,102

(footnotes begin on following page)

(1)

Shows the effect of the mutual to-stock conversion of Century Bank, assuming gross proceeds of $19.6 million, the minimum of the valuation range, offering expenses of $1.3 million and establishment of an ESOP and stock-based benefit plan that will acquire 7.0% and 3.0% of total pro forma shares outstanding, respectively. The ESOP intends to purchase its shares in the offering and may purchase shares in the open market. Assumes the stock-based benefit plan will purchase shares in the open market after receiving stockholder approval to adopt the plan. Open market purchases by the stock-based benefit plan are assumed at $10.00 per share.

(2)	Adjusted for the exercise of options subsequent to December 31, 2006. See footnotes 10 and 11.

(3)	Reflects the purchase accounting and acquisition adjustments related to the acquisition of Liberty Bank for a price of $45.00 per share in cash and newly issued conversion stock.

(4)	Calculated as follows:


	(In thousands)
Gross proceeds of offering	$	19,550
Estimated expenses		(1,255	)
Common stock acquired by ESOP		(2,731	)
Common stock acquired by stock-based benefit plans		(1,170	)

Pro forma adjustment	$	14,394

(5)	The ESOP loan is funded internally with a loan from Century Commercial Bancorp, thus no borrowing liability is recorded on the consolidated balance sheet of Century Commercial Bancorp.

(6)	Par value $0.01 per share and the issuance of 1,955,000 shares in the offering.

(7)	Calculated as follows:


	(In thousands)
Net proceeds of offering	$	18,295
Stock acquired by stock based benefit plans		(1,170	)
Less: par value (Footnote 6)		(20	)

Pro forma adjustment	$	17,105

(8)	Contra-equity account established to reflect the obligation to repay the loan to the ESOP.

(9)	Calculated as follows:


	(In thousands)
Liberty Bank cash and due from banks at December 31, 2006	$	6,761
Plus: cash proceeds from the exercise of 179,287 stock options at an average price of $26.826		4,810

Adjusted historical cash and due from banks	$	11,571

(10)	Calculated as follows:


	(In thousands)
Liberty Bank historical common stock at December 31, 2006	$	6,858
Plus: $10 par value of 179,287 options exercised		1,793

Adjusted historical common stock	$	8,651

(footnotes continued on following page)

(11)	Calculated as follows:


	(In thousands)
Liberty Bank historical paid-in-excess at December 31, 2006	$	10,625
Plus: cash proceeds from the exercise of 179,287 stock options at an average price of $26.826 subsequent to December 31, 2006		4,810
Exercise of 179, 287 stock options; $10 par value		(1,793	)

Adjusted historical paid-in-excess	$	13,642

(12)	Includes the cash portion of the merger consideration paid to shareholders of Liberty Bank, non-tax deductible transaction expenses and tax deductible transaction expenses as follows:


	(In thousands)
Cash portion of merger consideration	$	19,466
Non-tax deductible transaction expenses		810
Tax deductible transaction expenses		540

Total cash adjustment	$	20,816

(13)

(14)	Adjustment to reflect the estimated market values of the land and building acquired with Liberty Bank.

(15)	Goodwill is an intangible asset that is not subject to amortization. The goodwill balance will be tested annually for impairment. Goodwill is calculated as:


	(In thousands, except share and percentage data)
Purchase price per share	$	45.00
Number of Liberty Bank shares acquired		865,139


Purchase price		38,931
Less: acquired shareholders’ equity		(18,476	)
Less: options exercised prior to transaction		(4,810	)
Plus: non-tax deductible transaction expenses		810
Plus: taxable purchase accounting adjustments:
Tax deductible transaction expenses		540
Yield adjustment for acquired certificates of deposit		911
Yield adjustment for acquired loans		(1,581	)
Market value adjustment for fixed assets		(66	)
Core deposit intangible		(1,284	)
Customer relationship intangible		(110	)
Tax effect at marginal tax rate of 34%		541

Goodwill	$	15,406

(footnotes continue on following page)

(16)

Core deposit intangible is an identifiable intangible asset representing the economic value of the acquired Liberty Bank core deposit base (i.e., consisting of total deposits less all time deposits and savings accounts offsetting education loans), calculated as the present value benefit of funding operations with the acquired core deposit base versus using an alternative funding source. The core deposit intangible asset is amortized on an accelerated basis over 10 years.

(17)	Customer relationship intangible reflects the estimated customer acquisition costs saved by Century Bank in acquiring the existing customers of Liberty Bank. The customer relationship intangible is amortized on a straight line basis over five years.

(18)	Deferred tax asset created as a result of purchase accounting is $541,000. See footnote 15.

(19)

Yield adjustment to reflect the difference between portfolio yields and market rates as of September 30, 2007 for time deposits acquired in the merger. Yield adjustment is estimated using present value analysis and the yield adjustment is amortized into income over the lives of the related time deposits.

(20)	Adjustment to common stock is calculated as follows:


	(In thousands)
Par value of common stock issued in the merger at $0.01 per share	$	19
Less historical Liberty Bank par value of common stock		(8,651	)

Adjustment to common stock	$	(8,632	)

(21)	Adjustment to paid-in-excess is calculated as follows:


Stock issued to Liberty Bank shareholders in the merger	$	19,466
Less historical Liberty Bank paid-in-excess		(13,642	)
Less par value of common stock issued in merger		(19	)
Rounding		(1	)

Adjustment to paid-in-excess	$	5,804

(22)	Adjustment to eliminate the historical Liberty Bank capital account entries pursuant to purchase accounting.

The following table presents pro forma balance sheet information at September 30, 2007 at the maximum, as adjusted of the offering range assuming the issuance of 3,041,750 shares in the offering and the issuance of 1,946,563 shares to shareholders of Liberty Bank in the merger.

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT

OF FINANCIAL CONDITION

SEPTEMBER 30, 2007


	Century Bank historical		Offering adjustments(1)			Century Commercial Bancorp as converted		Liberty Bank historical(2)			Merger adjustments(3)			Century Commercial Bancorp pro forma consolidated
	(In thousands)
Cash due from banks	$	1,840	$	24,073	⁽⁴⁾	$	25,913	$	9,006	⁽⁹⁾	$	(20,816	)⁽¹²⁾	$	14,103
Fed funds sold		6,500		—			6,500		49,422			—			55,922
Interest bearing deposits		2,871		—			2,871		—			—			2,871
Securities available for sale		15,394		—			15,394		11,941			—			27,335
Securities held to maturity		2,995		—			2,995		—			—			2,995
Loans receivable, net		110,179		—			110,179		77,653			1,581	⁽¹³⁾		189,413
Loans held for sale, net		—		—			—		77,630			—			77,630
Repossessed assets		—		—			—		371			—			371
Premises and equipment		1,504		—			1,504		1,319			66	⁽¹⁴⁾		2,889
Federal Reserve stock		—		—			—		525			—			525
FHLB stock		1,228					1,228		375			—			1,603
Bank owned life insurance (BOLI)		2,575		—			2,575		1,218			—			3,793
Goodwill		—		—			—		—			13,741	⁽¹⁵⁾		13,741
Core deposit intangible		—		—			—		—			1,284	⁽¹⁶⁾		1,284
Customer relationship intangible		—		—			—		—		&nbs

Century Commercial Bancorp Inc S-1/A