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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: 301-333-7010

#### Conditional Approval #681

March 14, 2005 **April 2005**

Mr. John J. Kennedy - Spokesman

Saigon National Bank -- In Organization

9039 Bolsa Avenue, Suite 311

Westminster, CA 92683

Re: *De Novo* Charter of Saigon National Bank

OCC Control No: 2004-WE-01-0022

Dear Mr. Kennedy:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Saigon
National Bank (the Bank). On March 14, 2005, 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
Bank's representatives. We also made our decision to grant preliminary
conditional approval with the understanding that the 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 revoke 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:

1\. The Bank: (i) shall give the OCC's Southern California -- South
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. 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
San Francisco Regional Office.

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 \$12 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 persons serving as executive
officers and directors as proposed in the application:

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

John Joseph Kennedy President and Chief Executive Officer

Roy L. Painter Chief Financial Officer

Michael H. Mullarky Chief Credit Officer

Chao Kuan Lee Director

Loc Phuoc Huynh Director

Thu-Binh Si Ho Director

Kiem D. Nguyen Director

James Harrison Avery Director

Thanh G. Phung Director

Kim Tri Tran Director

Andrew Kwangnieh Chien Director

Ban Duc Nguyen Director

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 "Charters" 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/group4/public/pdf/charters.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 Senior Licensing
Analyst Geryl N. Race 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.  Prior to opening the proposed bank, the organizers shall propose one
    additional, outside director with recent experience as defined in
    the glossary of the OCC's Charter manual dated April 2004, and
    receive the OCC's nonobjection to that individual. The new director
    must reside full time within the Los Angeles or Orange County
    Primary Metropolitan Statistical Area.

2.  Prior to the bank opening, the executive officers and all bank
    directors shall complete training in the Bank Secrecy Act/Anti-Money
    Laundering Act as it pertains to the safe and sound management of a
    national bank. The training should be conducted by a competent
    vendor and include information on high-risk customers.

3.  The Bank must submit to the OCC's Southern California -- South 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.

4.  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. The scope should cover:

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

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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, refer to \"The Internet and the
> National Bank Charter\" booklet of the *Comptroller\'s Licensing
> Manual*, pages 37-38, Information System Security. The booklet is
> located at the Electronic Banking section of the OCC\'s Web site:
> <http://www.occ.treas.gov/corpbook/group4/public/pdf/internetnbc.pdf>.

5.  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.

Direct any questions concerning this preliminary conditional approval to
Senior Licensing Analyst Geryl N. Race at (720) 475-7655.

Sincerely,

**-signed-**

Ellen Tanner Shepherd

Licensing Manager

Enclosures: Standard Requirements

Minimum Policies and Procedures

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