+-------+--------------------------------------------------------------+
| ## O  | ###                                                          |
+-------+--------------------------------------------------------------+
| C     |                                                              |
| omptr |                                                              |
| oller |                                                              |
| of    |                                                              |
| the   |                                                              |
| Cur   |                                                              |
| rency |                                                              |
|       |                                                              |
| Adm   |                                                              |
| inist |                                                              |
| rator |                                                              |
| of    |                                                              |
| Nat   |                                                              |
| ional |                                                              |
| Banks |                                                              |
+-------+--------------------------------------------------------------+

Licensing Operations

Southwestern District Office

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3342

February 14, 2003 **Conditional Approval #579**

##### March 2003

Mr. Jeffery M. Harp

4330 West Vickery Blvd.

Fort Worth, Texas 76107

RE: Charter Application No. 2002 SW 01 0007

Courier Service Application 2002 SW 05 0128

Trinity Bank, National Association (In Organization)

> Fort Worth, Texas, Charter No. 24397

Dear Mr. Harp:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Trinity
Bank, National Association (Bank). On February 14, 2003, the OCC granted
preliminary conditional approval of your charter application after a
determination that your proposal met certain regulatory and policy
requirements. Your request for branch (courier service) is also
approved.

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
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 preopening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or evoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

This preliminary conditional approval is subject to the following
condition(s):

> 1\. The Bank: (i) shall give the Fort Worth Field 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. 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.
>
> 2\. The OCC requires that, prior to opening, the Bank engage an
> independent, external auditor to perform an audit according to
> generally accepted auditing standards of sufficient scope to enable
> the auditor to render an opinion on the financial statements of the
> Bank. The audit period shall commence on the date that the organizing
> group forms a body corporate and may end on any calendar quarter-end
> no later than 12 months after the bank opens. The OCC requires that
> such audits be performed annually for at least
>
> These conditions of approval are conditions "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, the conditions
> are enforceable under 12 USC 1818.
>
> The Bank's initial paid-in capital, net of all organizational and
> preopening expenses, shall be no less than \$7.0 million. The manner
> in which capital is raised must not deviate from that described in the
> business plan without prior written 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 person(s) serving as
> executive officer(s), directors, and/or organizers as proposed in the
> application:

[Name]{.underline} [Title]{.underline}

Jeffery Harp Director, CEO

Linda Jackson Director

Craig Kelley Director

John Linnartz Director

Malcolm Street Director

Don Weeks Director

> Background checks requested by the OCC from the IRS and FBI regarding
> James Bilderback and Richard Burt have not been received yet.
> Accordingly, the continued service of Mr. Bilderback and Mr. Burt will
> be dependent on satisfactory completion of the background
> investigation process.
>
> 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: [www.occ.treas.gov/corpbook/
> group1/public/pdf/corporg.pdf](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 Joseph T. Burbridge 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 special requirements must be satisfied prior to the
> Bank's request for a preopening examination and before the OCC will
> grant final charter approval:
>
> 1\. The Bank must submit to the Fort Worth 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:

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

```{=html}
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-   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:
> 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 CFR 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 United States (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.

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. If you have any questions about our conditional approval or
the organizational process please contact NBE-Licensing Analyst Joseph
T. Burbridge at (214) 720-7052 or write to the address reflected above.

Yours truly,

/s/ Karen H. Bryant

Karen H. Bryant

Licensing Manager

Enclosures: Minimum Policies and Procedures

Standard Requirements

Survey Letter

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.