May 9, 2001 **Corporate Decision #2001-11**

# June 2001

Mr. William C. Myers, Spokesperson

Community Bank of Orange,

National Association (Proposed)

643 Route 211 East

Middletown, New York 10941

Re: Application to establish a new national bank, with the title of
Community Bank of

Orange, National Association to be located at 643 Route 211 East,
Middletown, New

York 10941

Control Number: 2000 NE 01 0030

Dear Mr. Myers:

The Comptroller of the Currency (OCC) has reviewed the application to
establish a new national bank with the title of Community Bank of
Orange, National Association. Today, after a thorough evaluation of all
data available to the OCC, we found that the 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 approval is 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 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
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.

This charter approval is subject to the condition that the bank shall
obtain prior approval from the appropriate supervisory office, the OCC's
New Jersey Field Office, before any deviation or change from the
proposed operating plan occurs during the bank's first three years of
operation, including the initiation of a transactional web site and/or a
stock option plan. The bank must

Mr. William C. Myers

Page two

notify the New Jersey Field Office at least sixty (60) days prior to any
proposed significant deviation or change. This condition is enforceable
under 12 USC § 1818. The bank must also provide a copy of such notice to
the FDIC's New York Regional Supervisory Office.

The bank's initial paid-in capital, net of organizational and preopening
expenses, shall be no less than \$5,750,000. The manner in which capital
is raised must not deviate from that described in the operating plan
without prior OCC notification. If the capital for the new bank is not
raised within 12 months or if the new bank is not opened for business
within 18 months from the preliminary conditional approval date, the OCC
will withdraw approval. 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.

Until final approval is granted, the OCC has the right to alter,
suspend, or revoke preliminary approval should any interim development
be deemed by the OCC to warrant such action.

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
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.

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 directors
and officers as follows:

Keld Alstrup Director

Steven B. Bakst Director

Robert J. DeValentino Director

Francis E. Devitt Director

Sheila Fishman Director

Irwin R. Gitlin Director

Martin K. Greenwald Director

Anthony J. Ingrassia Director

Elias Muhlrad Director

Robert W. Scherreik Director

Mr. William C. Myers

Page three

Noel C. Spencer Director

William C. Myers CEO and Director

Albert D. Alunni COO and Director

All other executive officers and directors 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.

The results of background checks requested by this Office might not have
all been received. While we have decided not to delay action pending
receipt of these responses, if adverse information is received, this
Office may consider other remedies available to us under other statutes.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

You should direct any questions concerning this preliminary approval to
Linda Leickel, Licensing Analyst, Northeastern District Office, at (212)
790-4055.

Sincerely,

/s/ Anthony P. DosSantos

Anthony P. DosSantos

Licensing Manager

Enclosures: "Corporate Organization" Booklet

> Minimum Policies and Procedures

Standard Requirement