1 EXHIBIT 99.5 KELLER & COMPANY, INC. 555 METRO PLACE NORTH SUITE 524 DUBLIN, OHIO 43017 (614) 766-1426 (614) 766-1459 FAX July 16, 1997 The Board of Directors Columbia Federal Savings Bank 2497 Dixie Highway Fort Mitchell, KY 41017-3085 Re: Conversion Valuation Agreement Attn: Robert V. Lynch, President Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Columbia Federal Savings Bank, Fort Mitchell, Kentucky (hereinafter referred to as COLUMBIA), relating to the conversion of COLUMBIA from a mutual to a stock institution. KELLER will provide a pro forma valuation of the market value of the shares to be sold in the proposed conversion of COLUMBIA. KELLER is a financial consulting firm that primarily serves the financial institution industry. KELLER is experienced in evaluating and appraising thrift institutions and thrift institution holding companies. KELLER is an experienced conversion appraiser for filings with the Office of Thrift Supervision ("OTS") and the Federal Deposit Insurance Corporation ("FDIC") and is also approved by the Internal Revenue Service as an expert in thrift stock valuations. KELLER agrees to prepare the conversion appraisal in the format required by OTS in a timely manner for prompt filing with OTS and the Securities and Exchange Commission. KELLER will provide any additional information as requested and will complete appraisal updates in accordance with regulatory requirements. KELLER will also be available to meet with any regulatory agency to review the appraisal. 2 The appraisal report will provide a detailed description of COLUMBIA, including its financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications. The appraisal will include a description of COLUMBIA's market area, including both economic and demographic characteristics and trends. An analysis of other publicly-traded thrift institutions will be performed to determine a comparable group and adjustments to the appraised value will be made based on a comparison of COLUMBIA with the comparable group. In making its appraisal, KELLER will rely upon the information in the Subscription and Community Offering Circular (Prospectus), including the financial statements. Among other factors, KELLER will also consider the following: the present and projected operating results and financial condition of COLUMBIA; the economic and demographic conditions in COLUMBIA's existing marketing area; pertinent historical financial and other information relating to COLUMBIA; a comparative evaluation of the operating and financial statistics of COLUMBIA with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of Common Stock; the impact of the Conversion on COLUMBIA's capital position and earnings potential; COLUMBIA's proposed dividend policy; and the trading market for securities of comparable institutions and general conditions in the market for such securities. In preparing the appraisal, KELLER will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided by COLUMBIA, and will not independently value the assets or liabilities of COLUMBIA in order to prepare the appraisal. Upon completion of the conversion appraisal, KELLER will provide a written presentation to the Board of Directors of COLUMBIA to review the content of the appraisal, the format and the assumptions. A written presentation will be provided to each board member. For its services in making this appraisal, KELLER's fee will be $17,000. The appraisal fee will include the preparation of one valuation update. All additional valuation updates will be subject to an additional fee of $1,000 each. Upon the acceptance of this proposal, KELLER shall be paid a retainer of $3,000 to be applied to the total appraisal fee of $17,000, the balance of which will be payable at the time of the completion of the appraisal. COLUMBIA agrees, by the acceptance of this proposal, to indemnify KELLER and its employees and affiliates for certain costs and expenses, including reasonable legal fees, in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to KELLER by COLUMBIA or by an intentional omission by COLUMBIA to state a material fact in the information so provided, except where KELLER has been negligent or at fault. 3 This proposal will be considered accepted upon the execution of the two enclosed copies of this agreement and the return of one executed copy and the retainer fee to KELLER. KELLER & COMPANY, INC. By: /s/ Michael R. Keller _______________________________________ Michael R. Keller President Columbia Federal Savings Bank By: /s/ Robert V. Lynch _______________________________________ Robert V. Lynch President Date: August 18, 1997