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Comptroller of the Currency

Administrator of National Banks

Southeastern District

Marquis One Tower, Suite 600

245 Peachtree Center Ave., N.E.

Atlanta, Georgia 30303

January 22, 2001 **Conditional Approval #447**

#### February 2001

> Mr. Gary Anderson
>
> Spokesperson
>
> National Bank of Gainesville (Proposed)
>
> 1294 West Ridge Road, Suite E

Gainesville, Georgia 30501

> Re: 2000-SE-01-0014 Application to Charter National Bank of
> Gainesville, Gainesville, GA
>
> Dear Mr. Anderson:
>
> The Office of the Comptroller of the Currency (OCC) has reviewed
> your application to establish a new national bank with the title of
> [National Bank of Gainesville]{.underline} at the corner of Pearl Nix
> Extension and Dorsey Street, Gainesville, Georgia. On January 22,
> 2001, after a thorough evaluation of all data available to the OCC, we
> found that your proposal met the requirements for preliminary
> conditional approval. The bank also may offer credit life, health, and
> accident insurance in accordance with 12 CFR 2.
>
> This preliminary conditional approval is granted based on a thorough
> review of all information available, including the representations and
> commitments made in the application and by the proposed 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.
>
> This preliminary conditional approval is subject to the condition that
> the bank shall provide the OCCs Atlanta Field Office at least thirty
> (30) days prior notice of any significant deviations or changes from
> the proposed operating plan during the first three years of operation.
> This condition is enforceable under 12 USC 1818. The bank must also
> notify the FDIC.
>
> This is preliminary conditional approval only. Final approval will not
> be granted until and unless the Federal Reserve Board acts favorably
> on your application with them to acquire this
>
> Mr. Gary Anderson
>
> January 22, 2001
>
> Page 2
>
> new bank. You must furnish the OCCs Southeastern District Office with
> a copy of all related filings to the Federal Reserve, including
> registration material.
>
> Please refer to the Corporate Organization booklet (enclosed) of the
> *Comptrollers* *Corporate Manual* for the instructions on organizing
> your bank. 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
>
> acceptable Articles of Association and the Organization Certificate to
> this office. As a body corporate or legal entity, you may begin
> taking those steps necessary for obtaining final approval, but you may
> not begin the business of banking until you fulfill all requirements
> for a bank in organization and you are granted final approval by the
> OCC.
>
> After reading the instructions for the organization of a new national
> bank, it is suggested that the spokesperson or a designated
> correspondent visit the District Office to discuss the organizing
> process. We feel such a visit can save time and prevent some of the
> pitfalls that have delayed or prevented other banks from opening.
>
> Enclosed are standard requirements that must be met before the bank
> will be allowed to commence business. Management must ensure that the
> applicable policies and procedures are established and adopted by the
> board of directors before the bank begins operation. Applicable
> standard requirements also must be satisfied before the bank will be
> allowed to commence business.
>
> This Office has no objection to the following persons serving as
> directors and officers as proposed in the application and as indicated
> below. Additional executive officers and directors are subject to the
> [prior]{.underline} review and clearance of the OCC.
>
> [NAME]{.underline} [POSITION]{.underline}
>
> Gary Anderson President/CEO and Director
>
> Paula M. Allen Director
>
> J. Darwin Allison, Jr. Director
>
> Shelley P. Anderson Director
>
> Kathy L. Cooper Director
>
> Anne L. Davenport Director
>
> Gilbert T. Jones, Sr. Director
>
> Phillip W. Moery Director/Chairman of the Board
>
> Ann M. Palmour Director
>
> Mr. Gary Anderson
>
> January 22, 2001
>
> Page 3
>
> Please pay particular attention to the standard requirement pertaining
> to the OCC\'s *prior* approval of additions or changes in executive
> officers and directors for two years once the bank opens for business.
>
> The OCC will send to you under separate cover an appropriate set of
> OCC handbooks, manuals, issuances, and selected other publications.
>
> We remind you that although the charter application discusses a branch
> in year five, the bank must submit the appropriate application and
> receive approval prior to proceeding with such.
>
> Any questions concerning this preliminary conditional approval should
> be directed to the Bank Analysis Division at (404) 588-4525.
>
> Sincerely,
>
> **-signed-**
>
> John O. Stein, II
>
> Licensing Manager
>
> Enclosures: Corporate Organization Booklet
>
> Documents - Standard Requirements, New Bank Charters
>
> Documents - Minimum Policies and Procedures