Century Financial Corporation to Merge with Citizens Bancshares, Inc.

             PR Newswire, Monday, November 17, 1997 at 17:34

     SALINEVILLE, Ohio, Nov. 17 /PRNewswire/ -- Marty E. Adams, President and
CEO of Citizens Bancshares, Inc. ("Citizens"), Salineville, Ohio,
(NASDAQ:CICS), and Joseph N. Tosh II, President and CEO of Century Financial
Corporation ("Century"), Rochester, Pennsylvania, (NASDAQ:CYFN), have signed a
letter of intent calling for Century to merge with Citizens.  In futherance of
the transaction, Century has granted Citizens a binding option, exercisable
under certain conditions, to purchase up to 19.9% of Century's outstanding
common shares.  In the merger, each share of Century outstanding common stock
will be converted into .425 shares of Citizens common shares in a tax-free
exchange, subject to certain adjustments.  The merger will be accounted for as
pooling of interests.  The transaction is valued at approximately $138 million
based on the current market price of $61.75 per share for Citizens common
shares.

     Century has assets totaling $459 million, loans of $351 million, and
deposits of $393 million.  Century operates 13 banking offices, 12 of which 
are in Beaver County, and 1 in Butler County.  Initially, Century will operate
as a wholly-owned subsidiary of Citizens.  Future plans call for Century to
then operate as a division of Citizens' lead bank, The Citizens Banking
Company.

     Assuming execution of a definitive merger agreement, approval by the
appropriate regulatory authorities, and approval by the shareholders of
Century and Citizens, the transaction is expected to be completed during the
second quarter of 1998.

     Adams said, "I am excited that Citizens is able to continue the natural
expansion of its market area into western Pennsylvania.  This merger provides
even greater convenience for our already existing customer base in that tri-
state region.  Century has been very successful in understanding and meeting
the financial needs of the communities it serves.  It follows, then, that
Rochester will remain as the division headquarters, and the name 'Century'
will endure.  The structure of this merger assures that Century's customers
will continue to receive superior financial service through a local community
institution."


     Tosh commented, "This affiliation delivers a lot of value to Century
shareholders, and ensures that its employees and customers will continue to be
well-served.  Century has always prided itself on being the local, community
bank.  This affiliation will continue these strong ties to our communities.
Citizens has been very successful in serving its market franchise and, like
us, is committed to providing exceptional customer service.  Century employees
should have greater opportunities for professional growth within the combined
Citizens-Century organization; in the long-term, total employment at Century
should actually increase as Citizens-Century continues to grow in western
Pennsylvania."

     Citizens is a $1 billion bank holding company, and the parent of Freedom
Financial Life Insurance Company, Freedom Express, Inc., The Citizens Banking
Company, and First National Bank of Chester located in northern West Virginia.
Citizens recently announced the acquisition of 3 Belmont county branches of
Metropolitan Savings Bank of Ohio, and UniBank, a commercial bank in
Steubenville, Ohio, with 12 locations.  At the closing of the named
transactions, Citizens will have 3 subsidiary banks operating in 2 counties in
Pennsylvania, 1 county in West Virginia, and 6 counties in Ohio.  With 63
contributing bank locations, assets will then total approximately $1.9
billion.

SOURCE  Citizens Bancshares, Inc.
     -0-                             11/17/97
/CONTACT:  William L. White III, Chief Financial Officer, of Citizens
Bancshares, 330-679-2328, ext. 2805