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

50 Fremont Street, Suite 3900

San Francisco CA 94105

415-545-5900; Fax: 415-545-5925

August 2, 2001 **Conditional Approval #481**

**September 2001**

Neal Okabayashi

Vice President and Attorney

First Hawaiian Bank

999 Bishop Street, 8^th^ Floor

Honolulu, Hawaii 96813

Re: De Novo Charter Application

First Hawaiian BankCard, National Association (proposed), Scottsdale,
Arizona

OCC Control Number: 2001-WE-01-0004

Dear Mr. Okabayashi:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national CEBA credit card bank with the
title of First Hawaiian BankCard, National Association. On today's date,
after a thorough evaluation of all data available to the OCC, we found
that your proposal met the requirements for preliminary conditional
approval.

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 will be FDIC-insured. This approval is
also subject to the receipt of all other required regulatory approvals
from the Hawaii Division of Financial Institutions.

This approval is subject to the condition that the Bank shall obtain the
OCC\'s non-objection before any significant deviation or change from the
proposed operating plan occurs during the bank\'s first three years of
operations. The Bank shall notify John Curtis, Assistant Deputy
Comptroller, Credit Card Banks -West, at least sixty (60) days prior to
any proposed significant deviation or change, and obtain the OCC\'s
non-objection in writing to such a proposed deviation or change. John
works out of our San Francisco Western District Office. This condition
is enforceable under 12 USC § 1818. The Bank must also provide a copy of
such notice to the FDIC\'s San Francisco Regional Office.

This conditional approval, and the activities and communications by OCC
employees in connection with the filing, do not constitute a contract,
express or implied, or any other obligation binding upon the OCC, the
U.S., any agency or entity of the U.S., or an officer or employee of the
U.S., and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law
and regulations. The foregoing may not be waived or modified by any
employee or agent of the OCC or the U.S.

The bank's initial paid-in capital, net of organizational and preopening
expenses, shall be no less than \$20 million. The manner in which
capital is raised must not deviate from that described in the operating
plan without prior OCC notification. If the capital for the new bank is
not raised within 12 months or if the new bank is not opened for
business within 18 months from the preliminary conditional approval
date, the OCC will withdraw approval. The OCC is opposed to granting
extensions, except under the most extenuating circumstances and when the
OCC determines that the delay is beyond the applicant's control. The
organizers are expected to proceed diligently, consistent with their
application, for the bank to open for business as soon as possible.

The operating plan will provide the context for the supervisory review
at the pre-opening examination. Until final approval is granted, the OCC
has the right to alter, suspend, or revoke preliminary approval should
any interim development be deemed by the OCC to warrant such action.

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 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 individuals serving as
directors and executive officers of the bank. All other directors and
executive officers are subject to the OCC's *prior* review and
clearance.

Donald G. Horner President and Chief Executive Officer

Walter A. Dods, Jr. Director, Chairman of the Board

John K. Tsui Director

Howard H. Karr Director

William E. Atwater Director

Edward Y. W. Pei Executive Vice President

Norwood W. (Red) Pope Executive Vice President

Edward S. Azama Chief Credit Officer

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 also grants your waiver request of the residency requirements of
12 USC 72 for the majority of the board of directors of First Hawaiian
BankCard, NA. This waiver is granted based upon a review of all
available information, including the filing, and the bank's
representation that this waiver will not affect the board's
responsibility to direct the bank's operations in a safe, sound, and
legal manner. Please understand that the OCC reserves the right to
withdraw or modify this waiver and, at its discretion, to request
additional information at any time in the future.

Your request that the proposed bank be designated a limited purpose
institution with regard to the Community Reinvestment Act (CRA) was
approved today. Enclosed is a separate letter confirming this approval.
The bank's CRA plan will be reviewed during the pre-opening examination.

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 preliminary conditional
approval to me at

\(415\) 545-5921. Please copy the FDIC on any significant
correspondence.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

Very truly yours,

**-signed-**

James A. Bundy

Licensing Manager

Western District

Enclosures: Corporate Organization Booklet

> Minimum Policies and Procedures
>
> Standard Requirements
>
> Survey Letter