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

1225 17^th^ Street, Suite 300

Denver, Colorado 80202

720-475-7650; Fax: 720-475-7691

**Conditional Approval #743**

May 3, 2006 **June 2006**

Mr. Keith T. Holmes

King, Holmes, Paterno & Berliner, LLP

1900 Avenue of the Stars, 25^th^ Floor

Los Angeles, California 90067-4506

Re: Proposed Reorganization of Canyon National Bank, Palm Springs,
California

under 12 U.S.C. § 215a-2

OCC Control Number: 2006-WE-12-0062

Dear Mr. Holmes:

The Comptroller of the Currency (OCC) conditionally approved the
application to reorganize Canyon National Bank, Palm Springs, California
to become a subsidiary of a bank holding company. This approval is
granted based on a thorough review of all information available,
including commitments and representation made in the application and
those of your representatives.

Additionally, the OCC's approval is subject to the following:

This approval is conditioned on continued compliance by the Agua
Caliente Band of Cahuilla Indians (Tribe) with its Commitment Letter
with the OCC signed on February 6, 1998, which addresses Federal banking
agency jurisdiction over and the applicability of Federal banking laws
to the Tribe and activities and transactions between the Tribe and the
Bank, and which includes an irrevocable waiver of sovereign immunity by
the Tribe and its affiliates.

Please be advised that the above condition shall be deemed to be "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(b)(1).

The Licensing district office must be advised in writing in advance of
the desired effective date of the reorganization transaction so it may
issue the necessary certification letter. The OCC will issue a letter
certifying consummation of the transaction when we receive:

-   An executed Plan of Reorganization Agreement.

-   A secretary's certification that shareholder approval was obtained,
    indicating the percentage of shares voted in favor of the
    transaction.

-   A certification that the Board of Governors of the Federal Reserve
    System approved the transaction.

If the transaction is not consummated within one year from this approval
date, the approval shall automatically terminate, unless the OCC grants
an extension of the time period.

This 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 United
States, any agency or entity of the United States, or any officer or
employee of the United States, 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 United States.

We have enclosed a letter requesting your feedback on how we handled
your application. We would appreciate your response to improve our
service.

If you have any questions, please contact Licensing Analyst Sherry R.
Gorospe at

\(720\) 475-7650 or by email at sherry.gorospe@occ.treas.gov.

Sincerely,

signed

James A. Bundy

Acting Director for District Licensing

Enclosure: Survey