THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Centennial Bank Holdings, Inc. (CBH.TCL)

4/3/2006 Proxy Information

In August 2004, the Company entered into an agreement with Castle Creek Financial LLC pursuant to which Castle Creek is engaged as the exclusive financial advisor to the Company and any entities the Company may form, acquire or invest in, in connection with any effort by the Company to acquire or invest in other financial institutions, effect a sale of the Company or a material amount of the Company's assets or pursue a financing or recapitalization transaction. This agreement was amended and restated as of August 1, 2005. Either party may terminate the agreement at any time upon 30 days written notice without penalty. John M. Eggemeyer, the Company's Chairman and Chief Executive Officer, is also a co-founder and chief executive of Castle Creek. In 2005, the Company paid Castle Creek aggregate retainer fees of $18,000 (which retainer was discontinued as of August 1, 2005). In addition, the Company paid Castle Creek advisory fees of $837,500 and $256,300 in connection with the Company's acquisitions of First MainStreet Financial, Ltd. and Foothills Bank, respectively. The Company also reimbursed Castle Creek approximately $50,000 in expenses.

The Company's subsidiary, Centennial Bank of the West, is party to a lease agreement with Stagecoach Stop, LLC pursuant to which it leases from Stagecoach a building housing one of its branches. William R. Farr, a director and the Chairman of Centennial Bank of the West, is the manager of and holds a 16.67% interest in Stagecoach. Pursuant to the lease, Centennial Bank of the West paid Stagecoach rent in the aggregate amount of approximately $155,098 in 2005. The lease expires on December 31, 2006, with an option to renew for two five-year terms.

Centennial Bank of the West is party to a lease agreement with American Eagle Investments, LLC pursuant to which it leases from American Eagle a building housing one of its branches. Mr. Farr is the manager of and holds a 14.286% interest in American Eagle. G. Hank Brown, a director, is a member of and holds a 14.286% interest in American Eagle. Pursuant to the lease, Centennial Bank of the West paid American Eagle rent in the aggregate amount of approximately $370,707 in 2005. The lease expires on June 30, 2012, with an option to renew for two five-year terms.

The Company's subsidiary, Guaranty Bank and Trust Company, has in the past received and may continue to receive services from St. Vrain Perkins Design Inc., a design and construction firm, the sole owner of which is Denise St. Vrain-Perkins. Ms. St. Vrain-Perkins is the wife of John W. Perkins, the President and Chief Executive Officer of Guaranty Bank. Guaranty Bank made payments to St. Vrain Perkins Design Inc. in the aggregate amount of approximately $296,090 in 2005 for services provided in the ordinary course of business on arm's length terms.

Frederick Ross Company, in which Richard G. McClintock, a director, holds ownership interests and is an executive vice president, received seller's commissions of $103,500 and $42,500 in connection with the sales of two of Guaranty Bank and Trust Company's OREO properties in February 2005 and September 2005, respectively. During 2005, Frederick Ross Company also received an aggregate of $5,000 in fees for managing the OREO property sold in February 2005 and $2,210 in lease consulting fees. In addition, Mr. McClintock is a limited partner of Westfield Office Partners IV, LLLP, which acquired, as of the end of September 2005, a building in which Guaranty Bank leases four of 13 floors. Mr. McClintock does not have investment or managerial authority and his ownership interest in the partnership is less than 10%.

Cordes & Company, in which Edward B. Cordes, a director, is the sole owner and president, received funds from Guaranty Bank and Trust Company in connection with its role as court appointed receiver of various assets of a debtor party. Guaranty Bank and Trust Company advanced funds to Cordes & Company in the aggregate amount of approximately $67,076 in 2005 for the purpose of preserving and maintaining the debtor's business, property and insurance. Those amounts were repaid from the proceeds of the sale of certain assets.

Certain directors and executive officers and corporations and other organizations associated with them and members of their immediate families were customers of and had banking transactions, including loans, with the Company's subsidiary banks in the ordinary course of business in 2005. These loans are exempt from the loan prohibitions of the Sarbanes-Oxley Act and were made on substantially the same terms, including interest rates and collateral requirements, as those available at the time for similar transactions with other persons. These loans did not involve more than the normal risk of collectability or have other unfavorable features. The Company expects its subsidiary banks to have banking transactions with such persons in the future.