O

**Comptroller of the Currency**

**Administrator of National Banks**

Bank Organization and Structure

Southwestern District

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3342

##### October 23, 2000 **Conditional Approval #420**

# November 2000

Mr. Craig N. Landrum

Watkins, Ludlam, Winter & Stennis, P.A.

633 North State Street

Post Office Box 427

Jackson, Mississippi 39205-0427

Re: Holding Company Sponsored Banker's Bank - Control Number
2000-SW-01-0017

Mississippi National Banker's Bank, Ridgeland, Madison County,
Mississippi

Dear Mr. Landrum;

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national banker's bank with the title of
Mississippi National Banker's Bank. After a thorough evaluation of all
data available to the OCC, we have decided to grant preliminary
conditional approval for the proposed bank. The bank also may offer
credit life, health, and accident insurance in accordance with 12 CFR 2.

This 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 approval is subject to the condition that the bank shall obtain
prior approval from the OCC's Houston - East Supervisory Office before
any significant deviation or change from the proposed operating plan
occurs during the bank's first three years of operation. The bank must
notify Assistant Deputy Comptroller Jimmy DeVane at least sixty (60)
days prior to any proposed significant deviation or change. Mr. DeVane
or his Analyst, National Bank Examiner Deborah Brock, can be reached at
(713) 336-4200. The bank must also provide a copy of such notice to the
FDIC's Memphis regional supervisory office.

Please be advised that the condition of this approval is deemed to be "a
condition imposed in writing by the agency in connection with the
granting of any application or other request" within the meaning of 12
USC 1818(b)(1).

Mr. Craig N. Landrum

Page 2

This is a preliminary conditional approval only. Final conditional
approval will not be granted until and unless the Federal Reserve Board
acts favorably on your application with them to acquire this new bank.
You must furnish the OCC with a copy of all related filings to the
Federal Reserve, including registration material.

Any significant deviations from the original operating plan during the
in-organization phase, or changes in the organizing group or chief
executive officer, must receive the prior written approval of the OCC.
Significant deviations or changes that have not been approved may be
grounds for delaying issuance of the charter or for withdrawing
preliminary approval (see Significant Changes discussion in the
Introduction of the "Corporate Organization" booklet).

Please refer to the "Corporate Organization" booklet (enclosed) in 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
conditional 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 conditional approval by the OCC.

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.

The OCC poses no objection to the following persons serving as executive
officers and directors as proposed in the application. All other
directors and executive officers are subject to the OCC's *prior* review
and clearance. You are also reminded that for a period of two years
after the bank has opened for business, the OCC must review and have no
objection to any new executive officer or director *prior* to that
person assuming such position.

Joseph H. Neely CEO, President, Director

Joseph Quinlan, Jr. Chairman, Organizer, Director

Jimmy L. Walden VP of Investments

Odean Busby Organizer, Director

William D. Sones Organizer, Director

H. Gregory Taylor Organizer, Director

H. Frank Rhea Organizer, Director

This preliminary conditional approval does not include the OCC's review
and statement of no objection to your proposed cashier, as the person's
identity was not disclosed during the processing of the application.
Prior to commencing operations, you must disclose the identity of the
proposed cashier, provide the necessary background information, and
receive the OCC's approval.

Mr. Craig N. Landrum

Page 3

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. A
separate letter is enclosed requesting your feedback on how we handled
the referenced application. We would appreciate your response so we may
improve our service. Any questions concerning preliminary approval
should be directed to Pansy G. Hale, Senior Corporate Analyst or me at
(214) 720-7052. All correspondence and documents should be referenced to
the application control number.

Yours truly,

**-signed-**

Karen H. Bryant

Licensing Manager

Enclosures