Mr. Cheramie also acknowledges that these commitments do not alter his
obligations under the Board’s regulations or any other law, including under the
CIBC Act if he were to acquire or seek to acquire ownership, control, or the power
to vote additional voting shares of SBT Bancshares.


BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

March 20, 2018

Gary A. Cotogno, Esq.
Pickering & Cotogno

1515 Poydras Street, Suite 1800
New Orleans, Louisiana 70112

Dear Mr. Cotogno:

The General Counsel, acting under delegated authority, and after
consultation with the Director of the Division of Supervision and Regulation, has
approved Marc Anthony Cheramie’s request pursuant to section 19 of the Federal
Deposit Insurance Act! (“Section 19 request”) to retain a beneficial ownership
interest in 6.67 percent of the voting shares of SBT Bancshares, Inc. (“SBT
Bancshares”), which controls State Bank & Trust Company, both of Golden
Meadow, Louisiana, and to control a total of 20 percent of SBT Bancshares”
voting shares as part of a group acting in concert. Mr. Cheramie has represented
that the shares of SBT Bancshares in which he proposes to retain a beneficial
interest will be held by the Mare Anthony Cheramie Irrevocable Trust dated
February 12, 2018 (“MAC Trust”), the trustee of which is Deborah Cheramie
Serigny, Cut Off, Louisiana.

Mr. Cheramie’s request was made in connection with the notice filed under
the Change in Bank Control Act? (“Notice”) by the MAC Trust; The Mary Helen
Cheramie and Albert A. Cheramie Irrevocable Grantor Trust f/b/o Deborah
Cheramie Serigny, Deborah Cheramie Serigny, Trustee; The Mary Helen
Cheramie and Albert A. Cheramie Irrevocable Grantor Trust f/b/o Adam
Cheramie, Adam Cheramie, Trustee; The Mary Helen Cheramie and Albert A.
Cheramie Irrevocable Grantor Trust f/b/o Whitney Cheramie, Adam Cheramie,
Trustee; and the Voting Trust Agreement dated May 31, 2013, Matthew Anthony
Pitre, Trustee (jointly, the “Notificants”), to retain control of 20 percent of the
outstanding shares of SBT Bancshares. Approval of Mr. Cheramie’s Section 19
request does not constitute action on the Notice. The Federal Reserve Bank of
Atlanta will act on the Notice separately.

' 12 U.S.C. § 1829.
> 12 U.S.C. § 1817()).


This action is based on all the facts of record and on all the representations
and commitments made in the submissions to the Board in connection with the
request, including the commitments listed in the attachment. Any change in the
facts presented could result in a different conclusion and should be reported
immediately to Board staff. These commitments constitute conditions imposed in
writing in connection with the findings and decisions herein and, as such, may be
enforced in proceedings under applicable law.

Sincerely yours,

Man C f-—_

Ann E. Misback
Secretary of the Board

Attachment


2
Commitments

In connection with (i) the after-the-fact notice (the “Notice’’), pursuant to
the Change in Bank Control Act of 1978 (the “CIBC Act”), filed by Mare
Anthony Cheramie Inter Vivos Trust dated February 12, 2018 (“MAC Trust”),
Deborah Cheramie Serigny, Trustee, Cut Off, Louisiana; The Mary Helen
Cheramie and Albert A. Cheramie Irrevocable Grantor Trust f/b/o Deborah
Cheramie Serigny, Deborah Cheramie Serigny, Trustee, Cut Off, Louisiana; The
Mary Helen Cheramie and Albert A. Cheramie Irrevocable Grantor Trust f/b/o
Adam Cheramie, Adam Cheramie, Trustee, Golden Meadow, Louisiana; and The
Mary Helen Cheramie and Albert A. Cheramie Irrevocable Grantor Trust f/b/o
Whitney Cheramie, Adam Cheramie, Trustee, Golden Meadow, Louisiana, to
retain 20 percent of the outstanding shares of SBT Bancshares, Inc., Golden
Meadow, Louisiana (“SBT Bancshares”); and (ii) the request, pursuant to section
19 of the Federal Deposit Insurance Act, filed by Mare Anthony Cheramie, for the
prior written consent of the Board of Governors of the Federal Reserve System
(the “Board”) to retain beneficial ownership of SBT Bancshares stock (the
“Request”), Mare Anthony Cheramie hereby commits to the Board that:

1. Without the prior approval of the Board (or its delegee), Marc Anthony
Cheramie will not become or seek to become an officer, director
(including an honorary or advisory director), partner, consultant, or
employee of SBT Bancshares or any of its subsidiaries (including any
successor thereto); serve in any similar capacity with respect to SBT
Bancshares or any of its subsidiaries (including any successor thereto);
or own, control, vote, or hold with power to vote (including as trustee of
any trust) any shares of SBT Bancshares or any of its subsidiaries
(including any successor thereto), other than holding a beneficial
interest in the 37,920 voting shares of SBT Bancshares currently held by
the MAC Trust, provided that no prior approval shall be required in
connection with a stock split, stock dividend, or similar transaction as a
result of which his proportional interests in SBT Bancshares’ voting
shares remain substantially the same;

2. Mare Anthony Cheramie will not attempt to influence any decisions
respecting SBT Bancshares of the trustee of the MAC Trust or the
trustee of the Voting Trust Agreement, dated May 31, 2013, between
certain shareholders of SBT Bancshares and Matthew Pitre (the “Voting
Trust’’); and

3. Marc Anthony Cheramie will notify the Federal Reserve System of any
anticipated or actual change to the terms or trustee of the Voting Trust
or the MAC Trust.

Mr. Cheramie agrees that these commitments are deemed to be conditions
imposed in writing by the Board in connection with its findings and decisions on
the Notice and the Request and, as such, may be enforced under applicable law.