Common use of FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS Clause in Contracts

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares has delivered to Old Florida true and complete copies of the: (i) consolidated balance sheets as of December 31, 2004 and December 31, 2005 of Bancshares and its Subsidiaries, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the respective years then ended, the related notes thereto, and the report of its independent public accountants with respect thereto, as presented in Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC (collectively, the “Bancshares Financial Statements”); and (ii) the unaudited consolidated balance sheet as of June 30, 2006 of Bancshares and its Subsidiaries and the related unaudited statements of income and cash flows for the six-month period then ended, as presented in Bancshares’ quarterly report on Form 10-Q for the quarter then ended filed with the SEC (the “Bancshares Interim Financial Statements”). (b) The Bancshares Financial Statements and the Bancshares Interim Financial Statements have been (and all financial statements delivered by Bancshares to Old Florida as required by this Agreement will be) prepared in conformity with GAAP applied on a basis consistent with prior periods, and present fairly, in conformity with GAAP, the consolidated results of operations of Bancshares and its Subsidiaries for the respective periods covered thereby and the consolidated financial condition of Bancshares and its Subsidiaries as of the respective dates thereof. All call and other regulatory reports have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal agency. As of the date of the latest balance sheet forming part of the Bancshares Interim Financial Statements (the “Bancshares Latest Balance Sheet”), none of Bancshares and its Subsidiaries has had, nor are any of such entity’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured), which is not reflected and adequately provided for in accordance with GAAP.

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares Whitney has delivered to Old Florida Citizens true and complete copies of the: (i) the consolidated balance sheets as of December 31, 2004 1993 and December 31, 2005 1994 of Bancshares Whitney and its Subsidiariesconsolidated subsidiaries, the related consolidated statements of incomeoperations, changes in shareholders’ ' equity and cash flows for the respective years then ended, the related notes thereto, and the report of its independent public accountants with respect thereto, as presented in Bancshares’ Whitney's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 1994 filed with the SEC (collectively, the “Bancshares "Whitney Financial Statements”); ") and (ii) the unaudited consolidated balance sheet as of June 30, 2006 1995 of Bancshares Whitney and its Subsidiaries consolidated subsidiaries and the related unaudited statements of income operations and cash flows for the six-six month period then ended, as presented in Bancshares’ Whitney's quarterly report on Form 10-Q for the quarter then ended filed with the SEC (collectively, the “Bancshares "Whitney's Interim Financial Statements”"). (b) The Bancshares Whitney Financial Statements and the Bancshares Whitney Interim Financial Statements (each as defined in Schedule 4.04) have been (and all financial statements delivered by Bancshares to Old Florida as required by this Agreement will be) prepared in conformity with GAAP applied on a basis consistent with prior periods, and present fairly, in conformity with GAAP, the consolidated results of operations of Bancshares and its Subsidiaries Whitney's consolidated group for the respective periods covered thereby and the consolidated financial condition of Bancshares and its Subsidiaries consolidated group as of the respective dates thereof. All call and other regulatory reports have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ form's instructions and the applicable rules and regulations of the regulating federal agency. As of the date of the latest balance sheet forming part of the Bancshares Whitney Interim Financial Statements (the “Bancshares "Whitney Latest Balance Sheet”"), none no member of Bancshares and its Subsidiaries has Whitney's consolidated group had, nor are were any of any of such entity’ member's assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured), which is not reflected and adequately provided for reserved against in the Whitney Latest Balance Sheet in accordance with GAAP. No report filed with Federal Reserve Board or other bank regulatory body, as of the respective dates thereof, contained and no such report filed after the date of this Agreement will contain, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares Old Florida has delivered to Old Florida Bancshares true and complete copies of theof: (i) the consolidated balance sheets as of December 31, 2004 and December 31, 2005 of Bancshares Old Florida and its Subsidiaries, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the respective years then ended, the related notes thereto, and the report reports of its independent public accountants with respect thereto, as presented in Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC thereto (collectively, the “Bancshares Financial Statements”); and (ii) the unaudited consolidated balance sheet sheets as of June 30, 2006 and June 30, 2005 of Bancshares Old Florida and its Subsidiaries Subsidiaries, and the related unaudited statements of income and cash flows shareholders’ equity for the six-month period then ended, as presented in Bancshares’ quarterly report on Form 10-Q for the quarter periods then ended filed with the SEC (collectively, the “Bancshares Interim Financial Statements”); (iii) all monthly reports and financial statements of Old Florida and its Subsidiaries that were prepared for Old Florida’s or OFB’s Board of Directors since June 30, 2006; (iv) the annual report of Bank Holding Companies to the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) for the year ended December 31, 2005; (v) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the OFR since June 30, 2006, of Old Florida’s and its Subsidiaries required to file such reports; (vi) Old Florida’s annual report to shareholders for the year ended 2005 and all subsequent quarterly reports to shareholders, if any; and (vii) all proxy or information statements (or similar materials) disseminated to Old Florida’s shareholders or the shareholders of any of its Subsidiaries at any time since December 31, 2005. (b) The Bancshares Financial Statements and the Bancshares Interim Financial Statements have been (and all financial statements delivered by to Bancshares to Old Florida as required by this Agreement will be) prepared in conformity with GAAP accounting principles generally accepted in the United States of America (“GAAP”) applied on a basis consistent with prior periods, and present fairly, in conformity with GAAPGAAP the financial position, the consolidated results of operations operations, changes in shareholders’ equity and cash flows of Bancshares and its Subsidiaries for the respective periods covered thereby and the consolidated financial condition of Bancshares Old Florida and its Subsidiaries as of the respective dates thereofthereof and for the periods covered thereby. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Bancshares Interim Financial Statements (the “Bancshares Latest Balance Sheet”), none of Bancshares Old Florida and its Subsidiaries has had, nor are any of such entityentities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured), ) which is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the OFR, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Old Florida or OFB since December 31, 2004, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the OFR, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Old Florida or OFB to be filed or disseminated after the date of this Agreement, will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Financial Statements and the Interim Financial Statements are supported by and consistent with a general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to Bancshares.

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares has delivered to Old Florida Bristol true and complete copies of the: (i) consolidated balance sheets as of December 31, 2004 2003 and December 31, 2005 2004 of Bancshares and its Subsidiariessubsidiaries, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the respective years then ended, the related notes thereto, and the report of its independent public accountants with respect thereto, as presented in Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 2004 filed with the SEC (collectively, the “Bancshares Financial Statements”); and (ii) the unaudited consolidated balance sheet as of June September 30, 2006 2004 and September 30, 2005, of Bancshares and its Subsidiaries subsidiaries and the related unaudited statements of income and cash flows for the sixnine-month period then ended, as presented in Bancshares’ quarterly report reports on Form 10-QSB and Form 10-Q for the quarter quarters then ended filed with the SEC (the “Bancshares Interim Financial Statements”); and (iii) all proxy or information statements (or similar materials) disseminated to Bancshares’ shareholders since December 31, 2002. (b) The Bancshares Financial Statements and the Bancshares Interim Financial Statements have been (and all financial statements delivered by Bancshares to Old Florida Bristol as required by this Agreement will be) prepared in conformity with GAAP accounting principles generally accepted in the United States of America (“GAAP”) applied on a basis consistent with prior periods, and present fairly, in conformity with GAAPGAAP the financial position, the consolidated results of operations operations, changes in shareholders’ equity and cash flows of Bancshares and its Subsidiaries for the respective periods covered thereby and the consolidated financial condition of Bancshares and its Subsidiaries subsidiaries as of the respective dates thereofthereof and for the periods covered thereby. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Bancshares Interim Financial Statements (the “Bancshares Latest Balance Sheet”), none of Bancshares and its Subsidiaries subsidiaries has had, nor are any of such entitymembers’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured), ) which is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the OFR, or other bank regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Bancshares since December 31, 2002, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the OFR, or other bank regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Bancshares to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading.

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares Citizens has delivered to Old Florida Whitney true and complete copies of the: (ia) the consolidated balance sheets as of December 31, 2004 1993 and December 31, 2005 1994 of Bancshares Citizens and its Subsidiariesconsolidated subsidiaries, the related consolidated statements of income, changes in shareholders’ ' equity and cash flows for the respective years then ended, the related notes thereto, and the report of its independent public accountants with respect thereto, as presented in Bancshares’ Citizens' Annual Report on Form 10-K KSB for the fiscal year ended December 31, 2005 1994 filed with the SEC Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (collectively, the “Bancshares "Financial Statements”"); and , (iib) the unaudited consolidated balance sheet sheets as of June 30, 2006 1994 and June 30, 1995 of Bancshares Citizens and its Subsidiaries consolidated subsidiaries, and the related unaudited statements of income income, shareholders' equity and cash flows for the six-month period periods then ended, as presented in Bancshares’ quarterly report Citizens' Quarterly Reports on Form 10-Q for the quarter then ended QSB filed with the SEC under the Exchange Act (collectively, the “Bancshares "Interim Financial Statements”"). , (bc) the annual report to the Board of Governors of the Federal Reserve System ("Federal Reserve Board") for the year ended December 31, 1994, of each member of Citizens' consolidated group required to file such reports, (d) all call reports, including all amendments thereto, made to the Office of the Comptroller of the Currency ("OCC") since December 31, 1991, of each member of Citizens' consolidated group required to file such reports, (e) Citizens' Annual Report to Shareholders for 1994 and all subsequent Quarterly Reports to Shareholders, (f) all reports filed since December 31, 1991 pursuant to the Securities Act of 1933, as amended (the "Securities Act") and pursuant to Section 13 or 15(d) of the Exchange Act, of each member of Citizens' consolidated group required to file such reports, and (g) all Proxy Statements disseminated to Citizens' shareholders or the shareholders of any of its subsidiaries at any time since December 31, 1991. The Bancshares Financial Statements and, except as indicated in the notes thereto or, as permitted by Form 10-Q and the Bancshares rules and regulations of the SEC, the Interim Financial Statements Statements, have been (and all financial statements delivered by Bancshares to Old Florida Whitney as required by this Agreement will be) prepared in conformity with GAAP generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods, and present fairly, in conformity with GAAP, GAAP the consolidated results of operations of Bancshares and its Subsidiaries Citizens' consolidated group for the respective periods covered thereby and the consolidated financial condition of Bancshares and its Subsidiaries consolidated group as of the respective dates thereof. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ form's instructions and the applicable rules and regulations of the regulating federal agency. As of the date of the latest balance sheet forming part of the Bancshares Interim Financial Statements (the “Bancshares "Latest Balance Sheet”"), none no member of Bancshares and its Subsidiaries has Citizens' consolidated group had, nor are any of any such entity’ member's assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured), ) which is not reflected and adequately provided for reserved against in accordance with GAAP. No report, including any report filed with the Federal Reserve Board, or other report, proxy statement or registration statement filed by any member of Citizens' consolidated group with the SEC, and no report made to shareholders of Citizens, as of the respective dates thereof, contained and no such report, proxy statement, registration statement or report to shareholders filed or disseminated after the date of this Agreement will contain, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Financial Statements and Interim Financial Statements are supported by and consistent with a general ledger and detailed trial balances of investment securities, loans and commitments, depositors' accounts and cash balances on deposit with other institutions, copies of which have been made available to Whitney.

FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. (a) Bancshares Bristol has delivered to Old Florida Bancshares true and complete copies of theof: (i) consolidated its balance sheets as of December 31, 2004 2003 and December 31, 2005 of Bancshares and its Subsidiaries2004, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the respective years then ended, the related notes thereto, and the report reports of its independent public accountants with respect thereto, as presented in Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC (collectively, the “Bancshares Financial Statements”); and (ii) the unaudited consolidated balance sheet sheets as of June September 30, 2006 2004 and September 30, 2005 of Bancshares and its Subsidiaries Bristol, and the related unaudited statements of income and cash flows for the sixnine-month period then ended, as presented in Bancshares’ quarterly report on Form 10-Q for the quarter periods then ended filed with the SEC (collectively, the “Bancshares Interim Financial Statements”); (iii) all monthly reports and financial statements of Bristol that were prepared for Bristol’s Board of Directors since September 30, 2005; (iv) all “call reports” and financial statements, including all amendments thereto, made to the Federal Deposit Insurance Corporation (the “FDIC”) or the Florida Department of Financial Services, Office of Financial Regulation (the “OFR”) since December 31, 2002; (v) Bristol’s Annual Report to Shareholders for the year ended 2004 and all subsequent Quarterly Reports to Shareholders, if any; and (vi) all proxy or information statements (or similar materials) disseminated to Bristol’s shareholders since December 31, 2002, if any. (b) The Bancshares Financial Statements and the Bancshares Interim Financial Statements have been (and all financial statements delivered by Bancshares to Old Florida as required by this Agreement will be) be prepared in conformity with GAAP accounting principles generally accepted in the United States of America (“GAAP”) applied on a basis consistent with prior periods, and present fairly, in conformity with GAAPGAAP the financial position, the consolidated results of operations operations, changes in shareholders’ equity and cash flows of Bancshares and its Subsidiaries for the respective periods covered thereby and the consolidated financial condition of Bancshares and its Subsidiaries Bristol as of the respective dates thereofthereof and for the periods covered thereby. All other financial statements delivered by Bristol in connection with this Agreement, including the Interim Financial Statements, shall fairly present the financial information reflected therein. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ form’s instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Bancshares Interim Financial Statements (the “Bancshares Latest Balance Sheet”), none of Bancshares and its Subsidiaries Bristol has not had, nor are any of such entity’ its assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured), ) which is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the OFR, or other bank regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Bristol since December 31, 2002, as of the respective dates thereof, if any, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the OFR, or other bank regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Bristol to be filed or disseminated after the date of this Agreement, if any, will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Financial Statements and the Interim Financial Statements are supported by and consistent with a general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to Bancshares.