O

**Comptroller of the Currency**

**Administrator of National Banks**

Licensing Operations

Southern District Office

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3323

## March 5, 2004 Conditional Approval #629

# April 2004

Mr. Roland L. Williams

Spokesperson

Proposed Post Oak Bank, N. A.

12630 Kingsride

Houston, Texas 77024

Re: De Novo Charter, Post Oak Bank, National Association, Houston, Texas

Application Control Number 2003-SO-01-0004

Dear Mr. Williams:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Post Oak
Bank, National Association. On March 5, 2004**,** the OCC granted
preliminary conditional approval of your charter application after a
determination that your proposal met certain regulatory and policy
requirements.

This preliminary conditional approval is granted based on a thorough
evaluation of all information available to the OCC, 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 Bank will apply for Federal Reserve membership and will obtain
deposit insurance from the Federal Deposit Insurance Corporation (FDIC).

The OCC has granted preliminary conditional approval only. Final
approval and authorization for the Bank to open will not be granted
until all pre-opening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or revoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

Mr. Roland L. Williams

March 5, 2003

Page 2

This preliminary conditional approval is subject to the following
condition:

> The Bank: (i) shall give the Houston Supervisory Office at least sixty
> (60) days prior written notice of the Bank's intent to significantly
> deviate or change from its business plan or operations[^1] and (ii)
> shall obtain the OCC's written determination of no objection before
> the Bank engages in any significant deviation or change from its
> business plan or operations. The OCC may impose additional conditions
> it deems appropriate in a written determination of no objection to a
> bank's notice. For the first three years of operation, the Bank also
> must provide a copy of such written notice to the FDIC's Dallas
> Regional Office.

This condition is a condition "imposed in writing by the agency in
connection with the granting of any application or other request" within
the meaning of 12 USC §1818. As such, this condition is enforceable
under 12 USC §1818.

The Bank's initial paid-in capital, net of organizational and
pre-opening expenses, shall be no less than \$7,500,000. 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
Bank is not raised within 12 months, or if the Bank is not opened for
business within 18 months from the preliminary conditional approval
date, this approval expires. 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 OCC poses no objection to the following persons serving as executive
officers, directors and/or organizers as proposed in the application.

[Name]{.underline} [Proposed Position]{.underline}

Roland L. Williams Chairman, CEO and President

Robert Allen Phillips Senior Lender

Renee Conner Bourland Chief Financial Officer/ Cashier

[The following Organizers/Directors]{.underline}:

Allan J. Boss Charles H. Carmouche

Charles M. Giesen Frank C. Liang

> D. Wayne McDonnell Louis A. Waters, Jr

##  Walter C. Wilson 

Background checks requested by the OCC have not been received yet from 1
source for all applicants and 2 sources for Mr. Phillips and Ms.
Bourland. Accordingly, the continued service of the applicants will be
dependent on satisfactory completion of the background investigation
process.

Mr. Roland L. Williams

March 5, 2004

Page 3

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional organizers or
executive officers, or directors appointed or elected before the person
assumes the position. For a two-year period after the Bank commences
business, the Bank must file an Interagency Biographical and Financial
Report with the OCC and receive a letter of no objection from the OCC
prior to any new executive officer or director assuming such position.

The "Corporate Organization" booklet in the *Comptroller's Licensing
Manual* provides guidance for organizing your bank. The booklet is
located at the OCC's web site:
<http://www.occ.treas.gov/corpbook/group1/public/pdf/corporg.pdf> . 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 Articles
of Association and the Organization Certificate to Licensing Analyst
Pansy Hale in this office for our review and acceptance. As a "body
corporate" or legal entity, you may begin taking those steps necessary
for obtaining final approval. The Bank may not begin the business of
banking until it fulfills all requirements for a bank in organization
and the OCC grants final approval.

Enclosed are standard requirements and minimum policies and procedures
for new national banks. The Bank must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before the Bank begins operation.

In addition to the standard requirements for all new national banks, the
following requirements

must be satisfied prior to the bank implementing a transactional
Internet web site:

1\. The Bank must submit to the Houston Field Office for review, and
prior written determination of no supervisory objection, a complete
description of the Bank's final information systems and operations
architecture as well as the information systems risk assessment and
management plan. This should include a schematic drawing and discussion
of the following items:

> Vendor due diligence and contracts; electronic banking security
> mechanisms and policies; information systems personnel; internal
> controls; audit plans; and operating policies and procedures,
> including, but not limited to, vendor management, weblinking, customer
>
> authentication and verification, and business resumption contingency
> plans.

2\. The Bank must have performed an independent security review and test
of its electronic banking platform. The Bank must have this review
performed regardless of whether the platform is operated in-house or by
one or more third-party service providers. If the Bank outsources the
technology platform, it can rely on testing performed for the service
provider to the extent that it satisfies the scope and requirements
listed herein. The review must be conducted by an objective, qualified
independent source (Reviewer). The scope should cover:

Mr. Roland L. Williams

March 5, 2004

Page 4

-   All access points, including the Internet, Intranet, or remote
    access.

-   The adequacy of physical and logical protection against unauthorized
    access including individual penetration attempts, computer viruses,
    denial of service, and other forms of electronic access.

    By written report, the Reviewer must confirm that the security
    measures, including the firewall, have been satisfactorily
    implemented and tested. For additional guidance, see "The Internet
    and the National Bank Charter" booklet of the *Comptroller's
    Licensing Manual*, sections "Risk Considerations -- Information
    System Security" and "Appendix A: Sample Business Guidelines --
    Records, Systems, and Controls." The booklet is located at the
    Electronic Banking section of the OCC's web site:
    <http://www.occ.treas.gov/netbank/letters.htm> .

    3\. The bank must have a security program in place that complies
    with the "Interagency Guidelines Establishing Standards for
    Safeguarding Customer Information" specified at 12 C.F.R. 30,
    Appendix B.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the *Comptroller's Licensing Manual*, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm> .

This preliminary 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 any
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.

Should you have any questions related to this application, please
contact Licensing Analyst Pansy G. Hale or me at (214) 720-7052. The
referenced application control number should be included in all
correspondence.

Yours truly,

/S/

Brenda McNeese

Acting Licensing Manager

Enclosures: Minimum Policies and Procedures

Standard Requirements

[^1]: ^1^ If such deviation is the subject of an application filed with
    the OCC, no separate notice to the Supervisory Office is

    required.