**Corporate Decision #2001-24**

August 17, 2001 **September 2001**

Mr. Mark DeFazio

President

Metropolitan National Bank

Two Park Avenue, 14^th^ Floor

New York, New York 10016

Re: Charter No.:23576

Control No.:2001-NE-08-0030

Dear Mr. DeFazio:

This will acknowledge receipt of your operating subsidiary notice
(\"Notice\") dated August 10, 2001, informing the Office of the
Comptroller of the Currency (\"OCC\") of the acquisition of "Cashzone,
LLC" (\"Cashzone\") by Metropolitan National Bank (\"Bank\"), effective
July 31, 2001. Cashzone is a wholly-owned subsidiary of the Bank,
organized as a New York limited liability company. The Notice qualifies
for after-the-fact procedures at 12 C.F.R. §5.34(e)(5).

We understand that Cashzone engages in activities permitted under 12
C.F.R. §5.34(e)(5)(v)(C) and (G). Cashzone\'s corporate office is at the
Bank's main office address above and its administrative operations are
at 152 Madison Avenue, 2^nd^ Floor, New York, New York 10016.

The specific activities Cashzone will perform are the following:

\(1\) general check cashing services, either by means of an automated
banking machine (\"ABM\") or through services of a Cashzone employee
behind a window at Staffed Locations, to customers who become Cashzone
Members in accordance with the application procedures described fully in
the Notice. The checks accepted for payment will be third party
government or payroll checks, that are payable to the order of the
Cashzone Member, and are payable on demand. Other types of third party
checks from time to time approved by the Bank such as, but not limited
to, checks payable to independent contractors, checks payable by
insurance companies, governments or governmental agencies or checks
drawn against attorney escrow accounts may also be paid by Cashzone;

\(2\) the sale of money orders, either purchased using a third-party
check through an ABM or purchased for cash or by third-party check
cashed by Cashzone employees behind a window at Staffed Locations;

\(3\) electronic or wire transfer of money through services provided by
a third party vendor;

\(4\) electronic or in person payment of certain consumer bills such as
utility and telephone bills through services provided by a third party
vendor;

\(5\) the sale of prepaid telephone cards by employees behind a window
at Staffed Locations; and

\(6\) customary automated teller machine (\"ATM\") functions for
customers of banks affiliated with ATM networks such as Cirrus, New York
Cash Exchange (\"NYCE\") or Cash Station.

Cashzone ABMs or employees behind a window at Staffed Locations cannot
provide access to, or information on, any bank account, including the
Bank\'s accounts, even were a Cashzone Member to be a Bank customer or
to cash a check drawn on the Bank. Cashzone Members have no ability to
use the ABMs or Cashzone employees behind a window at Staffed Locations
to withdraw funds from any bank account, including the Bank\'s accounts.
Cashzone Members cannot create or establish a deposit or other bank
account with any bank, including the Bank.

Cashzone is designed to have two types of retail facilities. Each
facility will have one or more ABMs that perform the check cashing and
payment services as well as certain of the other services described
above. Certain locations will also have a separate machine or a
\"sidecar\" machine for the use of Bank customers to make deposits.[^1]
Cashzone ABMs and the \"sidecar\" machines will not be branches but are
remote service units (\"RSUs\") operated by the customer that conduct
certain banking functions.[^2]

Cashzone facilities may be entirely automated with one or more
stand-alone ABMs located in a retail establishment such as a drug store
or may be separate store front Staffed Locations with Cashzone employees
behind a window or may be a combination of ABM and Staffed Location.
Entirely automated locations may have Cashzone employees to serve as
\"greeters\" to assist Cashzone Members with using the ABMs and to
advertise and promote the Cashzone services. Employees at the Staffed
Locations can perform all the activities described above except ATM
services; may also assist Cashzone Members with using the ABMs; may also
advertise and promote Cashzone; and may perform other ministerial
functions.[^3]

The Bank represents and undertakes that the activities to be conducted
by Cashzone shall be conducted in accordance with the polices of the OCC
contained in guidance issued by the OCC regarding the activities
conducted and to be conducted by Cashzone. The operating subsidiary will
conduct its activity in a manner consistent with published OCC guidance.

The Bank also confirms that OCC approval for the acquisition of Cashzone
as an operating subsidiary and for the activities conducted by Cashzone
is limited to the acquisition of Cashzone and the specific activities
described fully in the Notice. The Bank further states that should the
Bank want to expand the scope of activities beyond those described in
this Notice, the Bank will provide the appropriate notice or request
approval for such expanded activities in accordance with 12 C.F.R.
§ 5.34(e)(5). The Bank acknowledges and agrees that any of the following
will be deemed to expand the scope of activities of Cashzone: (i) an
expansion of responsibilities of the employees at Staffed Locations; or
(ii) an expansion or modification of the activities such that the entire
amount of a check presented for payment by a Cashzone Member less the
aggregate amount of the transactions fees and payment for Cashzone\'s
services or products (*e.g.*, check cashing, sale of money orders, wire
transfers, utility payments, prepaid phone cards) is not paid
concurrently with the negotiation of the check by the Cashzone Member.

Accordingly, only the specific activities described in the Bank\'s
Notice and acknowledged by this letter are authorized. In particular,
the Bank and Cashzone are not authorized to engage in "payday lending"
activities or to enter into arrangements with third parties to provide
"payday" type loans through offices or facilities operated by a third
party.

Please contact me at the telephone number above or District Counsel
Jonathan H. Rushdoony at (212) 790-4010 if you have any questions. The
Bank is reminded further that operating subsidiaries approved pursuant
to 12 C.F.R. §5.34(e)(5)(iv) are subject to and must be operated within
the constraints of all national banking laws, rules, and regulations,
and OCC published guidance, including the Bank Secrecy Act and other
anti-money laundering laws and regulations.

Sincerely,

**-signed-**

Anthony P. DosSantos

Licensing Manager

[^1]: These separate automated machines are permitted by OCC
    Interpretive Letter No. 838, April 15, 1998, which allows an
    automated, unstaffed banking facility to accept cash or check
    deposits and record the deposit information electronically. This
    facility is different from a deposit drop box, which is deemed a
    branch for purposes of OCC licensing requirements.

[^2]: *See* 12 C.F.R. § 7.4003 (2001).

[^3]: *See* Conditional Approval No. 313 (describing the functions of
    customer representatives who are present to assist customers and
    promote products in connection with ATMs in kiosks in supermarkets).