AGREEMENT BY AND BETWEEN

**Sherman Financial Group LLC**

**and**

**The Office of the Comptroller of the Currency**

**WHEREAS**, pursuant to 12 C.F.R. § 5.50, any person seeking to acquire
control of a national bank shall provide 60 days' prior notice of a
change in control to the Office of the Comptroller of the Currency
("OCC");

**WHEREAS**, Sherman Financial Group LLC ("Sherman"), a Delaware limited
liability company has submitted a notice ("Change in Control Notice") to
the OCC to acquire control of First National Bank of Marin, Las Vegas,
Nevada (the "Bank");

**WHEREAS**, Sherman intends to acquire more than ninety percent (90%)
of the issued and outstanding shares of Marin National Bancorp, and,
thereby, acquire control of the Bank, which is a national bank chartered
by the OCC and wholly-owned by Marin National Bancorp;

**WHEREAS**, Sherman and the OCC seek to ensure that the Bank, and each
company that

from time to time is an operating subsidiary of the Bank, will operate
in a safe and sound manner

and in accordance with all applicable laws, rules, regulations and a
Consent Order issued by the OCC on or about May 24, 2004.

**WHEREAS**, Sherman and the OCC seek to enter into an agreement
outlining the measures that Sherman will take to ensure that the Bank,
and each company that from time to time is an operating subsidiary of
the Bank, will operate in a safe and sound manner and in accordance with
all applicable laws, rules, regulations and the Consent Order.

**NOW, THEREFORE**, in consideration of the above premises, the OCC and
Sherman, by and through its duly elected representative, agree as
follows ("Agreement"):

**ARTICLE I**

[JURISDICTION]{.underline}

\(1\) Sherman is an "institution-affiliated party" ("IAP") of the Bank
within the meaning of 12 U.S.C. § 1813(u)(1).

\(2\) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.
§ 1818(b)(1).

\(3\) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C. § 1818(u)(1)(A).

\(4\) This Agreement shall not be construed to be a "written agreement"
within the meaning of 12 C.F.R. § 6.4.

\(5\) All correspondence related to this Agreement, and any information,
documentation, reports, plans and/or other written submissions which
Sherman has agreed to submit pursuant to this Agreement shall be
forwarded, by overnight mail, to:

EIC -- FNB Marin Office of the Comptroller of the Currency

Office of the Comptroller of the Currency Mail Stop 6-4

2350 Market Street, Suite 100 250 E Street, S.W.

St. Louis, MO 63103 Washington, DC 20219

with copies sent by overnight mail to:

Assistant Deputy Comptroller

Credit Card Bank Supervision

1117 Perimeter Center West

Suite W401

Atlanta, GA 30338

\(6\) The OCC may, by thirty (30) days written notice, change the OCC's
designated recipients listed in paragraph (5) of this Article.

**ARTICLE II**

[OPERATING AGREEMENT]{.underline}

\(1\) No later than one (1) business day after Sherman acquires control
of the Bank, Sherman shall cause the Bank to enter into a written
agreement with the OCC ("Operating Agreement"), in the form attached
hereto as Appendix A. After the Bank enters into the Operating Agreement
with the OCC, Sherman shall take all necessary actions to ensure the
Bank's compliance with the Operating Agreement.

**ARTICLE III**

[CAPITAL ASSURANCE AND LIQUIDITY MAINTENANCE AGREEMENT]{.underline}

\(1\) No later than two (2) business days after Sherman acquires control
of the Bank, Sherman shall execute a Capital Assurance and Liquidity
Maintenance Agreement ("CALMA") with the Bank, in the form attached
hereto as Appendix B. After execution of the CALMA, Sherman will comply
with the CALMA and ensure that the Bank complies with the CALMA.

\(2\) At all times while the CALMA is in effect, Sherman shall maintain
shareholders' equity of not less than \$75,000,000.

\(3\) Sherman shall notify the Bank and the OCC in writing within five
(5) calendar days after discovery of any material change(s) to the
financial condition of Sherman which adversely affect its ability to
comply with its obligations under the CALMA. For purposes of this
Paragraph, "material" shall have the same meaning accorded to that term
in Securities and Exchange Commission Staff Accounting Bulletin No. 99
on Materiality. [Provided]{.underline}, [however]{.underline}, that
notification to the OCC pursuant to this paragraph is required if there
is any reduction in the shareholders' equity of Sherman below the amount
of \$75,000,000.

**ARTICLE IV**

[CONCLUDING PROVISIONS]{.underline}

\(1\) This Agreement shall become effective on the [25th]{.underline}
day of [February]{.underline}, 2005 ("effective date"), and shall remain
in full force and effect until such time as: (i) Sherman (or any of its
affiliates) ceases to own or control the Bank for the purposes of 12
C.F.R. § 5.50; (ii) Sherman ceases to be an IAP of the Bank pursuant to
12 U.S.C. § 1813(u) and Paragraph (1) of Article I of this Agreement; or
(iii) the OCC, in a written notice to Sherman, indicates that the
Agreement is no longer required.

\(2\) It is expressly understood that if, at any time, the OCC deems it
appropriate in fulfilling the responsibilities placed upon it by the
several laws of the United States of America to undertake any action
affecting the Bank, or each company that from time to time is an
operating subsidiary of the Bank, nothing in this Agreement shall in any
way inhibit, estop, bar or otherwise prevent the OCC from so doing.

\(3\) Any time limitations imposed by this Agreement shall begin to run
from the effective date. Such time requirements may be extended in
writing by the OCC for good cause upon written application by Sherman.

\(4\) This Agreement may be amended only by mutual consent of Sherman
and the OCC.

\(5\) This Agreement expressly does not form, and may not be construed
to form, a contract binding on the OCC or the United States.
Notwithstanding the absence of mutuality of obligation, or of
consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by Sherman under its
supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a
matter of contract law. Sherman expressly acknowledges that neither
Sherman nor the OCC has any intention to enter into a contract. Sherman
also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank regulatory
agency, or entity, or any officer or employee of any of those entities
to a contract affecting the OCC's exercise of its supervisory
responsibilities.

\(6\) This Agreement constitutes the entire agreement of the parties
with regard to the specific subject matter hereof and supersedes all
prior written and/or oral understandings between the parties.

\(7\) This Agreement may be executed in counterparts, each of which
shall be considered an original and all of which together shall
constitute one and the same instrument. Executed copies of this
Agreement may be delivered by facsimile transmission or other comparable
means.

\(8\) The headings and section references contained herein are included
solely for ease of reference and in no way shall limit, expand or
otherwise affect either the substance or construction of the terms and
conditions of this Agreement or the intent of the parties hereto.

**IN WITNESS WHEREOF**, the undersigned, authorized by the Comptroller,
has hereunto set her hand on behalf of the Comptroller.

[/s/ Jennifer C.
Kelly]{.underline}\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[2/25/05]{.underline}

Jennifer C. Kelly Date

Deputy Comptroller

Midsize and Credit Card Bank Supervision

**IN WITNESS WHEREOF**, the undersigned, as a duly appointed and
authorized officer of Sherman, has hereunto set his/her hand on behalf
of Sherman.

[/S/ Benjamin W. Navarro]{.underline} [2/24/05]{.underline}

Date

**Exhibit A**

###### SHERMAN FINANCIAL GROUP LLC

**Resolutions Adopted by the Board of Managers by Written Consent**

AUTHORIZATION TO ENTER INTO CERTAIN AGREEMENTS IN CONNECTION WITH THE
ACQUISITION OF MARIN NATIONAL BANCORP

**WHEREAS**, management of the Company has provided the board with the
business rationale to enter into a series of transactions that would
result in MBHC, LLC ("[MBHC]{.underline}"), a wholly owned subsidiary of
the Company, purchasing all of the issued and outstanding stock of Marin
National Bancorp ("[MNBC]{.underline}"), the sole shareholder of the
First National Bank of Marin ("[FNBM]{.underline}") (such transactions
herein referred to as the "[Share Purchase]{.underline}");

**WHEREAS,** the company, pursuant to authority granted to its
management by previous resolution of the Board, has entered into a Stock
Purchase Agreement dated as of October 6, 2004 between the Company,
MBHC, FNMB and the principal shareholders of FNMB (the "[Stock Purchase
Agreement]{.underline}"), and certain ancillary transactions;

**WHEREAS**, in accordance with the foregoing, the Board believes that
it is in the best interests of the Company to enter into the Share
Purchase and, in connection therewith, for the Company to enter into (i)
an Agreement between the Company and the Office of the Comptroller of
the Currency, outlining the measures that the Company will take to
ensure that FNBM will operate in a safe and sound manner and in
accordance with all applicable laws, rules, regulations and consent
orders (the "[OCC Agreement]{.underline}"), (ii) a Capital Assurance and
Liquidity Maintenance Agreement between the Company and FNBM (the
"[CALMA]{.underline}"), (iii) an Installment Notes Agreement between the
Company, MBHC and the principal shareholders of MNBC (the "[Installment
Notes Agreement]{.underline}") and (iv) a Guaranty by the Company of the
obligations of MHC Receivables under the Receivables Purchase Agreement
to be entered into by MHC Receivables and FNBM (the "[MHC
Guaranty]{.underline}");

**NOW, THEREFORE, BE IT RESOLVED,** that (i) the OCC Agreement, the
CALMA, the Installment Notes Agreement and the MHC Guaranty (together,
the "[Closing Agreements]{.underline}"), a summary of which has been
provided to the Managers; (ii) the transactions contemplated by the
Closing Agreements, and the obligatiions undertaken by the Company
pursuant to the Closing Agreements; and (iii) all other transactions
ancillary to the aforesaid Closing Agreements be, and the same hereby
are, authorized, ratified and approved; and

**RESOLVED,** that the negotiation, execution and delivery by any one of
the following individulas, acting alone;

Benjamin W. Navarro

Scott E. Silver

S. Christopher Jones

Brett A. Hildebrand

(each an "[Authorized Representative]{.underline}" and, collectively,
the "[Authorized Representatives]{.underline}") of the Company, for and
in the name and on behalf of the Company, of any Closing Agreement and
of all instruments, agreements, certificates and other documents
required to be executed and delivered in order to effectuate the
transactions contemplated by any Closing Agreement, are hereby ratified,
confirmed and approved as the act and deed of the Company, together with
such changes, additons, deletions and modifications as the Authroized
Representative executing the same may have approved, such approval to be
conclusively evidenced by the execution and delivery thereof by such
Authroized Representative; and

**RESOLVED,** that the Authroized Representatives be, and each hereby
is, authroized for and in the name and on behalf of the Company to
perform all the Company's obligation and to exercise its rights under
the Closing Agreements and under each agreement executed pursuant to the
above resolutions.

#### EXECUTION IN COUNTERPARTS

**[RESOLVED]{.underline}**, that this Consent Action may be signed in
separate written counterparts which together shall constitute one and
the same document, effective for all purposes as of the date written
below.

SHERMAN FINANCIAL GROUP LLC

##### Secretary's Certificate

I, Scott E. Silver, Director and Secretary of Sherman Financial Group
LLC, a Delaware LLC (the "Company"), DO HEREBY CERTIFY THAT:

Attached hereto as Exhibits A is true, complete and correct copies of
certain resolutions of the Board of Managers of the Company, which
resolutions were duly and validly adopted by the Board of Managers by
written consent on February 24, 2005. All such resolutions are in full
force and effect on the date hereof in the form in which adopted.

IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed on its behalf by the undersigned on and as of the 24^th^ day of
February 2005.

[Signed]{.underline}

Name: Scott E. Silver

Title: Director and Secretary

I, Laura Schaible, a Director of the Company, DO HEREBY CERTIFY THAT
Scott Silver is the duly elected or appointed, qualified and acting
Secretary of the Company, and the signature set forth above is the
genuine signature of such officer.

[Signed]{.underline}

Name: Laura Schaible

Title: Director