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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Southern District Licensing

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3323

#### Conditional Approval #700

August 2, 2005 **September 2005**

T. Anthony Humphries

Noble Bank & Trust, N.A. (Proposed)

1506 Leighton Avenue

Anniston, Alabama 36207

Re: Charter Application No. 2005 SO 01 0008

Branch Application No. 2005 SO 05 0159

Noble Bank and Trust, N.A. (Proposed)

Anniston, Alabama, Charter No. 24606

Dear Mr. Humphries:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of *Noble
Bank & Trust, N.A.* (proposed Bank). On August 2, 2005, the OCC granted
preliminary conditional approval of your charter application after a
determination that your proposal met certain regulatory and policy
requirements. Your application to establish the Oxford branch is also
approved.

This preliminary conditional approval is granted based on a thorough
evaluation of all information available to the OCC, including the
representations and commitments made in the application and by the
Bank's representatives. We also made our decision to grant preliminary
conditional approval with the understanding that the proposed Bank will
apply for Federal Reserve membership and will obtain deposit insurance
from the Federal Deposit Insurance Corporation (FDIC).

The OCC has granted preliminary conditional approval only. Final
approval and authorization for the Bank to open will not be granted
until all preopening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or revoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

This preliminary conditional approval is subject to the following
condition:

1\. The Bank: (i) shall give the Atlanta Field Office at least sixty
(60) days prior written notice of the Bank's intent to significantly
deviate or change from its business plan or operations[^1] and (ii)
shall obtain the OCC's written determination of no objection before the
Bank engages in any significant deviation or change from its business
plan or operations. The OCC may impose additional conditions it deems
appropriate in a written determination of no objection to a bank's
notice. For the first three years of operation, the Bank also must
provide a copy of such written notice to the FDIC's Atlanta Regional
Office.

This condition of approval 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 USC 1818. As such, the condition is
enforceable under 12 USC 1818.

The Bank's initial paid-in capital, net of all organizational and
preopening expenses, shall be no less than \$8 million. The organizers
are expected to proceed diligently, consistent with their application,
for the Bank to open for business as soon as possible.

The OCC poses no objection to the following persons serving as executive
officers, directors, and/or organizers as proposed in the application:

[Name]{.underline} [Title]{.underline}

Aaron P. Acker Director

Gregory D. Brown Director

Michael D. Burford Director

T. Anthony Humphries Chief Executive Officer/Director

Carol Ann Y. Kellum Chief Operating Officer

Mitchell G. Key Controller

Patricia M. King Director

Michael W. Lipscomb Director

Keith W. McCullough Senior Lending Officer

William R. Smith Director

Kenneth L. Vandervoort Director

Phillip M. Webb Director

Not all background checks requested by the OCC have been received for
Mr. Key or Ms. King. Accordingly, their continued service will be
dependent on satisfactory completion of the background investigation
process.

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional organizers or
executive officers, or directors appointed or elected before the person
assumes the position. For a two-year period after the Bank commences
business, the Bank must file an Interagency Biographical and Financial
Report with the OCC and receive a letter of no objection from the OCC
prior to any new executive officer or director assuming such position.

The "Charters" booklet in the *Comptroller's Licensing Manual* provides
guidance for organizing your bank. The booklet is located at the OCC\'s
web site:
<http://www.occ.treas.gov/corpbook/group4/public/pdf/charters.pdf>. The
booklet contains all of the steps you must take to receive your charter.

As detailed in the booklet, since the OCC has already accepted your
Articles of Association and the Organization Certificate, you may begin
organizing the Bank. As a "body corporate" or legal entity, you may
begin taking those steps necessary for obtaining final approval. The
Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final
approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. The Bank must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before the Bank begins operation.

In addition to the standard requirements for all new national banks, the
following special requirements must be satisfied prior to the Bank's
request for a preopening examination and before the OCC will grant final
charter approval:

1.  The Bank must submit to the Atlanta Field Office for review, and
    prior written determination of no supervisory objection, a complete
    description of the Bank's final information systems and operations
    architecture as well as the information systems risk assessment and
    management plan. This should include a schematic drawing and
    discussion of the following items:

> Vendor due diligence and contracts; electronic banking security
> mechanisms and policies; information systems personnel; internal
> controls; audit plans; and operating policies and procedures,
> including, but not limited to, vendor management, weblinking, customer
> authentication and verification, and business resumption contingency
> plans.

2.  The Bank must have performed an independent security review and test
    of its electronic banking platform. The Bank must have this review
    performed regardless of whether the platform is operated in-house or
    by one or more third-party service providers. If the Bank outsources
    the technology platform, it can rely on testing performed for the
    service provider to the extent that it satisfies the scope and
    requirements listed herein. The review must be conducted by an
    objective, qualified independent source (Reviewer). The scope should
    cover:

-   All access points, including the Internet, Intranet, or remote
    access.

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-   The adequacy of physical and logical protection against unauthorized
    access including individual penetration attempts, computer viruses,
    denial of service, and other forms of electronic access.

> By written report, the Reviewer must confirm that the security
> measures, including the firewall, have been satisfactorily implemented
> and tested. For additional guidance, refer to \"The Internet and the
> National Bank Charter\" booklet of the *Comptroller\'s Licensing
> Manual*, pages 37-38, Information System Security. The booklet is
> located at the Electronic Banking section of the OCC\'s Web site:
> <http://www.occ.treas.gov/corpbook/group4/public/pdf/internetnbc.pdf>.

3.  The Bank must have a security program in place that complies with
    the "Interagency Guidelines Establishing Standards for Safeguarding
    Customer Information" specified at 12 CFR 30, Appendix B.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the Comptroller's Licensing Manual, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm>.

This preliminary 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 United States (U.S.), any agency or entity of
the U.S., or any 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.

Please direct any questions concerning this preliminary conditional
approval to me or Licensing Analyst Elizabeth Classey Phan at (214)
720-7052.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

Yours truly,

**signed**

Brenda E. McNeese

Acting Director for District Licensing

Enclosures: Standard Requirements

Minimum Policies and Procedures

Survey Letter

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.