United States Department of the Treasury
Seaside National Bank & Trust

Three Shores Bancorporation, Inc.
December 4, 2009

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above written.

Seaside National Bank & Trust

By:
Name:
Title:

By:
Name:
Title:

UNITED STATES DEPARTMENT OF

ison, Jr.
etary for Fi:

Stability

UST NO, 212 - SIGNATURE PAGE TO HOLDING COMPANY TRANSACTION SIDE LETTER AGREEMENT.


UST Seq. No. 212

UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

December 4, 2009
Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement -- Standard Terms dated as of January 23, 2009 (the “Securities Purchase
Agreement”) by and among the United States Department of the Treasury (the “Jnvestor”’) and
Seaside National Bank & Trust (the “Company”). Further reference is made to those certain
Articles of Amendment to the Restated Articles of Association filed by the Company with the
Office of the Comptroller of the Currency on January 21, 2009 with respect to the Preferred
Stock and the Warrant Preferred Stock (the “Company Certificates of Designations”).
Caples terms used. pu not defines, herein shall have the meso assigned to them in the

e es esignations. The Investor and

the Company desire to set forth herein certain additional agreements regarding a Holding
Company Transaction between the Company and Three Shores Bancorporation, Inc. (the
“Acquiror’) on the date hereof.

In connection with the Company and the Acquiror’s consummation of a Holding
Company Transaction:

16 As of the date hereof, each of the Company and the Acquiror hereby represents
that (A) each share of Designated Preferred Stock has been or will be converted into or
exchanged for one share of Holding Company Preferred Stock, and (B) the Holding
Company Preferred Stock conforms in all respects with the requirements of “Holding
Company Preferred Stock” set forth in Section 7(c)(iv) of the Company Certificates of
Designations.

2. On or before the date hereof, the Acquiror has duly adopted and duly filed with
the Secretary of State of Florida the amendments to its certificate or articles of
incorporation, articles of association, or similar organizational document, in substantially
the forms provided on the Investor’s website, with respect to the Preferred Stock and the
Warrant Preferred Stock (the “Acquiror Certificates of Designations’) and such Acquiror
Certificates of Designations have been accepted.


United States Department of the Treasury
Seaside National Bank & Trust

Three Shores Bancorporation, Inc.
December 4, 2009

Page 2

3. Pursuant to Section 4.3 of the Securities Purchase Agreement and effective as of
October 31, 2009, the Acquiror hereby expressly assumed the due and punctual
performance and observance of each and every covenant, agreement, and condition of the
Securities Purchase Agreement to be performed and observed by the Company.

4. In connection herewith, the Company and the Acquiror have delivered to the
Investor a written opinion from counsel of the Company and the Acquiror, addressed to
the Investor and dated as of the date hereof, in substantially the form attached hereto,

5. Concurrently herewith, the Acquiror is issuing certificates representing the
Holding Company Preferred Stock to the Investor, and the Investor is returning
certificates representing the Designated Preferred Stock to the Company.

This side letter agreement and the Acquiror Certificates of Designations constitute the
entire agreement, and supersedes all-other prior agreements, understandings, representations and
arTantres h written an bE en thé parties sper ubyEC el f.

This side letter agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall together constitute one and the same instrument. This
side letter agreement shall be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within
such state.

[Remainder of this page intentionally left blank]


United States Department of the Treasury
Seaside National Bank & Trust

Three Shores Bancorporation, Inc.
December 4, 2009

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above written.

Seaside National Bank & Trust

By:
Name: Gideon T. HaymaKer
Title: President and Chief Executive Officer

Three Shores Bancorporation, Inc.

By:
Name: Gideon T, Haymaker
Title: President and Chief Executive Officer

UNITED STATES DEPARTMENT OF
THE TREASURY

By:

Name:
Title: