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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Midwestern District Office

2345 Grand Boulevard, Suite 700

Kansas City, MO 64108

January 31, 2001 **Conditional Approval #448**

#### February 2001

Mr. Michael J. Walts

P. O. Box 1246

Great Bend, Kansas 67530-1346

Re: Preliminary Conditional Approval for a De Novo Charter

American State Bank & Trust Company, National Association, Great Bend,
KS

Control #2000-MW-01-015

Dear Mr. Walts:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of American State Bank &
Trust Company, National Association. On this date, after a thorough
evaluation of all data available to the OCC, we found that your proposal
met the requirements for preliminary conditional approval. Your request
for trust powers is also approved. The bank also may offer credit life,
health, and accident insurance in accordance with 12 CFR 2.

This approval is granted based on a thorough review of all information
available, 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 national bank will apply for membership
in the Federal Reserve System and obtain FDIC insurance.

**This approval is subject to the condition that the bank shall provide
the OCC's South Kansas Field Office at least thirty (30) days' prior
notice of any significant deviations or changes from the proposed
operating plan during the bank's first three years of operation. This
condition is enforceable under 12 USC 1818. The bank must also provide a
copy of such notice to the FDIC's Kansas City Regional Office.**

This is preliminary conditional approval only. Final approval will not
be granted until and unless the Federal Reserve Board acts favorably on
your application with them to acquire this new bank. You must furnish
the OCC's Midwestern District Office with a copy of all related filings
to the Federal Reserve, including registration material.

Please refer to the "Corporate Organization" booklet (enclosed) in the
Comptroller's Corporate Manual for the instructions on organizing your
bank. The booklet contains all of the steps you must take to receive
your charter. As detailed in the booklet, you may establish the
corporate

Mr. Michael J. Walts

Control #2000-MW-01-015

Page Two

existence of and begin organizing the bank as soon as you adopt and
forward acceptable Articles of Association and the Organization
Certificate to this office. As a "body corporate" or legal entity, you
may begin taking those steps necessary for obtaining final approval, but
you may not begin the business of banking until you fulfill all
requirements for a bank in organization and you are granted final
approval by the OCC.

Enclosed are standard requirements that must be met before the bank will
be allowed to commence business. Management must ensure that the
applicable policies and procedures are established and adopted by the
board of directors before the bank begins operation. Applicable standard
requirements also must be satisfied before the bank will be allowed to
commence business.

The OCC poses no objection to the following persons serving as executive
officers as proposed in the application. Additional executive officers
are subject to the OCC's [prior]{.underline} review and clearance.

Co-Chairman Leon H. Borck and

Mark D. Calcara

President/Chief Executive Officer: Michael J. Walts

Executive Vice President/Chief Credit Officer Tommy W. Kirkhart

Vice President/Cashier: Genevieve D. Lamb

Secretary: Mark D. Calcara

The OCC poses no objection to Leon H. Borck, Mark D. Calcara, Floyd D.
Crockett, L.D. Davis, L. T. Fleske, David L. Murfin, Roger F. Murphy,
Max E. Nichols, J. Michael Vess and Michael J. Walts serving as
directors. All other directors are subject to the OCC's prior review and
clearance.

You are also reminded that for a period of two years after the bank has
opened for business, the OCC must review and have no objection to any
new executive officer or director prior to that person assuming such
position.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

You should direct any questions concerning this preliminary conditional
approval to National Bank Examiner Jill K. Kennard at (816) 556-1860.

Sincerely,

**-signed-**

Ellen Tanner Shepherd

Licensing Manager

Enclosures: "Corporate Organization" Booklet

> Minimum Policies and Procedures
>
> Standard Requirements