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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Southern District Licensing

500 North Akard, Suite 1600

Dallas, Texas 75201-3323

#### **Conditional Approval #731**

February 3, 2006 **March 2006**

Bruce A. Schultz

Spokesperson

1639 Hendry Street

Fort Myers, Florida 33901

> Re: De Novo Charter -- Southwest Capital Bank, N.A., Fort Myers,
> Florida
>
> Application Control No: 2005-SO-01-0020

Dear Mr. Schultz:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Southwest
Capital Bank, National Association, Fort Myers, Florida ("Bank"). On
February 3, 2006, the OCC granted preliminary conditional approval of
your charter application after a determination that your proposal met
certain regulatory and policy requirements.

This preliminary conditional approval is granted based on a thorough
evaluation of all information available to the OCC, including the
representations and commitments made in the application and by the
Bank's representatives. We also made our decision to grant preliminary
conditional approval with the understanding that the proposed national
bank will apply for membership in the Federal Reserve System and obtain
FDIC insurance.

The OCC has granted preliminary conditional approval only. Final
approval and authorization for the Bank to open will not be granted
until all pre-opening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or revoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

The preliminary conditional approval is subject to the following
condition:\
\
The Bank: (i) shall give the North Florida Field Office at least sixty
(60) days prior written notice of the Bank's intent to significantly
deviate or change from its business plan or operations[^1] and (ii)
shall obtain the OCC's written determination of no objection before the
Bank engages in any significant deviation or change from its business
plan or operations. The OCC may impose additional conditions it deems
appropriate in a written determination of no objection to a bank's
notice. For the first three years of operation, the Bank also must
provide a copy of such written notice to the FDIC's Atlanta Regional
Office.

This condition is a condition "imposed in writing by the agency in
connection with the granting of any application or other request" within
the meaning of 12 U.S.C. 1818. As such, this condition is enforceable
under 12 U.S.C. 1818.

The Bank's initial paid-in capital, net of all organizational and
pre-opening expenses, shall be no less than \$19,300,000. The manner in
which capital is raised must not deviate from that described in the
business plan without prior written OCC notification. If the capital for
the Bank is not raised within twelve months or if the Bank is not opened
for business within eighteen months from the preliminary conditional
approval date, this approval expires. The OCC is opposed to granting
extensions, except under the most extenuating circumstances and when the
OCC determines that the delay is beyond the applicant's control. The
organizers are expected to proceed diligently, consistent with their
application, for the Bank to open for business as soon as possible.

Final approval will not be granted until and unless the Federal Reserve
acts favorably on your application to acquire the Bank. You must furnish
the OCC with a copy of all related filings to the Federal Reserve,
including registration material.

The OCC poses no objection to the following persons serving as executive
officers, directors, and organizers as proposed in the application. The
decision is based on a review of the biographical and financial
statement information submitted as well as background checks performed.

[Name]{.underline} [Proposed Position(s)]{.underline}

George Austin Director

Thomas Cronin COB, Director

Thomas Fuess SVP

Patricia Heath Director

Thomas Hoolihan Director

Thomas Kiesel Director

Dr. Gerald Laboda Director

Marvin Metheny Director

John Pollack Director

David Robbins EVP, Chief Operating Officer, Director

Bruce Schultz CEO, President , Director

Gary Tasman Director

Jerald Wallace Director

Robert Wells Director

Dr. Stephen Zellner Director

However, all background checks requested by the OCC have yet to be
received. Specifically, background checks are still in process from the
Internal Revenue Service for all of the individuals, and from the FBI
for Mssrs. Cronin and Wells. Accordingly the continued services of the
aforementioned officers and directors will be dependent on satisfactory
completion of the background investigation process.

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional organizers,
executive officers, or directors appointed or elected before the person
assumes the position. For a two-year period after the Bank commences
business, the Bank must file an Interagency Biographical and Financial
Report with the OCC and receive a letter of no objection from the OCC
prior to any new executive officer or director assuming such position.

The "Charters" booklet in the *Comptroller's Licensing Manual* provides
guidance for organizing your bank. The booklet is located at the OCC's
Web site:
<http://www.occ.treas.gov/corpbook/group4/public/pdf/charters.pdf>. The
booklet contains all of the steps you must take to receive your charter.

As detailed in the booklet, you may establish the corporate existence
of, and begin organizing the Bank as soon as you adopt and forward
Articles of Association and the Organization Certificate to Licensing
Analyst Dana Yarborough in this office for our review and acceptance. As
a "body corporate" or legal entity, you may begin taking those steps
necessary for obtaining final approval. The Bank may not begin the
business of banking until it fulfils all requirements for a bank in
organization and the OCC grants final approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. The Bank must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before the Bank begins operation.

In addition to the standard requirements for all new national banks, the
following special requirements must be satisfied prior to the Bank's
request for a pre-opening examination and before the OCC will grant
final charter approval:

\(1\) The Bank must submit the proposed compensation plan for executive
officers' for OCC review and approval.

\(2\) The Bank must submit to the North Florida Field Office for review,
and prior written determination of no supervisory objection, a complete
description of the Bank's final information systems and operations
architecture as well as the information systems risk assessment and
management plan. This should include a schematic drawing and discussion
of the following items:

Vendor due diligence and contracts; electronic banking security
mechanisms and policies; information systems personnel; internal
controls; audit plans; and operating policies and procedures, including,
but not limited to, vendor management, web-linking, customer
authentication and verification, and business resumption contingency
plans.

\(3\) The Bank must have performed an independent security review and
test of its electronic banking platform. The Bank must have this review
performed regardless or whether the platform is operated in-house or by
one or more third-party service providers. If the Bank outsources the
technology platform, it can rely on testing performed for the service
provided to the extent that it satisfies the scope and requirements
listed herein. The review must be conducted by an objective, qualified
independent source (Reviewer). The scope should cover:

-   All access points, including the Internet, Intranet, or remote
    access.

-   The adequacy of physical and logical protection against unauthorized
    access including individual penetration attempts, computer viruses,
    denial of service, and other forms of electronic access.

\(4\) By written report, the Reviewer must confirm that the security
measures, including the firewall, have been satisfactorily implemented
and tested. For additional guidance, refer to "The Internet and the
National Bank Charter" booklet of the *Comptroller's Licensing Manual*,
pages 37-38, Information System Security. The booklet is located at the
Electronic Banking section of the OCC's Web site:
<http://www.occ.treas.gov/corpbook/group4/public/pdf/internetnbc.pdf>.

The Bank must have a security program in place that complies with the
"Interagency Guidelines Establishing Standards for Safeguarding Customer
Information" specified at 12 CFR 30, Appendix B.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the *Comptroller's Licensing Manual*, which
is only available in electronic form at our Web site:
[http://www.occ.treas.gov/corpapps/corpapplic.htm.]{.underline}

This preliminary conditional approval and the activities and
communications by OCC employees in connection with the filing do not
constitute a contract, express or implied, or any other obligation
binding upon the OCC, the United States (U.S.), any agency or entity of
the U.S., or any officer or employee of the U.S., and do not effect the
ability of the OCC to exercise its supervisory regulatory and
examination authorities under applicable law and regulations. The
foregoing may not be waived or modified by any employee or agent of the
OCC or the U.S.

A separate letter is enclosed requesting your feedback on how we handled
this application. We would appreciate your response so that we may
improve our service. Should you have any questions related to this
application, please contact National Bank Examiner / Licensing Analyst
Dana Yarborough or me at (214) 720-7052. The referenced application
control number should be included in all correspondence.

Yours truly,

signed

Karen H. Bryant

Director for District Licensing

Enclosures: Minimum Policies and Procedures

Standard Requirements

Survey

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the Supervisory Office is required.