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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Washington, DC 20219

**Conditional Approval #747**

July 19, 2006 **July 2006**

Mr. John P. Greeley, Esquire

Smith Mackinnon, P.A.

255 South Orange Avenue, Suite 800

Orlando, Florida 32801

Subject: Applications to establish a de novo national bank, Seaside
National Bank & Trust, Orlando, Florida and for the proposed bank to
establishment a messenger service to operate within the counties of
Orange, Seminole, Osceola and Lake, Florida.

Application Control Numbers: 2005-SO-01-0029 and 2006-SO-05-0128

Dear Mr. Greeley:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Seaside
National Bank & Trust, Orlando, Florida (proposed Bank). On June 27,
2006 the OCC granted preliminary conditional approval of your charter
application after a determination that your proposal met certain
regulatory and policy requirements.

The OCC has also approved your application to establish a messenger
service branch to operate within the counties of Orange, Seminole,
Osceola and Lake, Florida. The operation of the messenger service is
limited to those locations where the bank could legally establish a
permanent branch under applicable federal and state law, and within the
geographic areas where the notice of the proposed mobile service was
published. After the service begins operations, the bank must maintain a
log of operations, indicating the date, specific location, and a
description of each stop (for example; office, store, and residence). If
you desire to operate the service outside of the area in which notice
was originally published, a new application must be filed with the OCC.

Please note this letter does not reflect approval for fiduciary powers
and any other branches as discussed in the business plan. Applications
for these expanded business activities may be submitted by the proposed
Bank/organizers prior to opening the bank during the in-organization
phase or by the bank after it opens. However, the bank may not commence
these activities until the OCC has rendered a decision on the
applications.

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
proposed 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 and final authorization
for the messenger service branch 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.

The OCC's approval is conditioned upon the following:

The Bank: (i) shall give the Assistant Deputy Comptroller for the North
Florida -- Jacksonville 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 \$ 50 million. The manner in
which capital is raised must not deviate from that described in the
business plan without prior written OCC notification. If the capital for
the Bank is not raised within 12 months or if the Bank is not opened for
business within 18 months from the preliminary conditional approval
date, this approval expires. 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.

The OCC poses no objection to the following person(s) serving as
executive officer(s), directors, and/or organizers as proposed in the
application:

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

Gideon T. Haymaker President/CEO/Director/Organizer

Thomas Grant Chief Lending Officer

Jim Hindman Chief Operations Officer

Thomas H. Yochum Chairman of the Board/Organizer

Charles E. Bailes, III Director/Organizer

Steven L. Barnett Director/Organizer

Roy B. Dalton, Jr. Director/Organizer

Glen S. Davis Director/Organizer

Anil D. Deshpande Director/Organizer

Michael Fess Director/Organizer

Thomas J. O'Shane Director/Organizer

Charles F. Valentine Director/Organizer

Richard W. Decker Director/Organizer

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional 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, you may establish the corporate existence of
and begin organizing the Bank as soon as you adopt and forward Articles
of Association and the Organization Certificate to Karen Bryant,
Director for District Licensing in the Southern District Office for our
review and acceptance. 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.

1\. The Bank must submit to the Assistant Deputy Comptroller for the
North Florida -- Jacksonville 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.

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.

Direct any questions concerning this preliminary conditional approval to
Licensing Analyst Abel Reyna at (214) 720-7052.

Sincerely,

signed

Lawrence E. Beard

Deputy Comptroller Licensing

Enclosures: Standard Requirements

Minimum Policies and Procedures

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