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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Central District Office

One Financial Place, Suite 2700

440 South LaSalle Street

Chicago, Illinois 60605

#### Conditional Approval #489

September 12, 2001 **October 2001**

Mr. Gary D. Andersen

President

Metrobank, National Association

1523 8^th^ Street

East Moline, Illinois 61244-2190

Re: Application for the Merger of Community Bank, Preston, Iowa and
Farmers State Bank Chadwick and Mount Carroll, Mount Carroll, Illinois,
with and into Metrobank, National Association, Davenport, Iowa;
Application for Approval of a Financial Subsidiary; and Request for
Approval of a Capital Reduction \-- OCC Application Numbers:
01-CE-02-030, 01-CE-08-037 and 01-CE-12-118

Dear Mr. Andersen:

This is to inform you that on September 12, 2001 the Office of the
Comptroller of the Currency (OCC) **conditionally approved** your
proposal to merge Community Bank, Preston, Iowa and Farmers State Bank
Chadwick and Mount Carroll, Mount Carroll, Illinois into Metrobank,
National Association, Davenport, Iowa. The OCC has also approved your
request to establish Community Insurance, Inc., Miles, Iowa as a
financial subsidiary of Metrobank, National Association, pursuant to 12
CFR §5.39(i), to conduct the activities described in your Notice of July
27, 2001. Finally, the OCC has granted preliminary approval for
Metrobank, National Association, Davenport, Iowa to reduce capital
surplus by \$6,000,000 as outlined in the above application.

These actions are granted based on a thorough review of all information
available, including the representations and commitments made in the
application and by the bank's representatives.[^1]

The business combination of Farmers State Bank Chadwick and Mount
Carroll and Metrobank, National Association is legally authorized as an
interstate merger transaction under the Riegle-Neal Act, 12 USC 215a-1
and 1831u(a), and the resulting bank is authorized to retain and operate
offices of both banks under 12 USC 36(d) and 1831u(d)(1).

Page 2

September 12, 2001

Mr. Gary D. Andersen

President

Metrobank, National Association

This approval is subject to the following condition:

Following the merger, Metrobank, National Association must maintain a
leverage ratio of at least 7%, and will remain at all times a
well-capitalized bank as defined under 12 C.F.R. 6.

This condition applies to the merger portion of this transaction and 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, the condition is enforceable under 12 U.S.C. 1818
and will remain in effect until further notice by the OCC.

As a reminder, the district office must be advised in writing in advance
of the desired effective date of the merger, so that the OCC may issue
the necessary certification letter. The effective date must follow the
applicable Department of Justice injunction period and any other
required regulatory approval.

The reduction in capital should be completed within one year of the date
of this letter. Please notify the OCC after you have completed the
changes so that we may authorize the decrease in capital.

If you have questions, please contact the undersigned or National Bank
Examiner Carolina M. Ledesma at (312) 360-8867.

Sincerely,

**-signed-**

David J. Rogers

National Bank Examiner

[^1]: This conditional approval of the merger and approval of the
    financial subsidiary and capital reduction, 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 U.S., any agency or entity of
    the U.S., or an officer or employee of the U.S., and do not affect
    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.