**Conditional Approval #636**

April 28, 2004 **May 2004**

John C. Getzelman

Spokesperson

Excel National Bank (Proposed)

C/o Carpenter & Company

Five Park Plaza, Suite 950

Irvine, California 92614-8527

RE: De novo Charter -- Excel National Bank (Proposed)

Beverly Hills, California

OCC Control Number: 2003-WE-01-0010

Dear Mr. Getzelman:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Excel
National Bank (proposed) (hereinafter "Bank"). On April 28, 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
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 proposed 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.

This preliminary conditional approval is subject to the following
condition:

The Bank: (i) shall give the OCC's Southern California North 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 seems appropriate in a written determination of
no objection to a bank's notice. For the first three years of operation,
the Bank must also provide a copy of such notice to the FDIC's San
Francisco 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 U.S.C. § 1818. As such, the condition is enforceable
under 12 U.S.C. § 1818.

In addition to the procedural conditions for all new national banks, the
following requirements must be satisfied prior to the Bank's request for
a pre-opening examination and before the OCC will grant final charter
approval:

1.  The Bank's initial paid-in capital, net of all organizational and
    pre-opening expenses, shall be no less than \$9,300,000. The manner
    in which capital is raised must not deviate from that described in
    the business 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, the 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. Prior to opening, the capital funds shall be placed in
    escrow in a U.S. bank, or other escrow agent acceptable to the OCC,
    so that the funds may be verified.

2\. The Bank must submit to the OCC's Southern California North 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.

3\. 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;

-   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,* pages 37-38, Information System Security. This booklet may be
> found on the OCC's web site at
> [www.occ.treas.gov/netbank.letters.htm](http://www.occ.treas.gov/netbank.letters.htm).

4.  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.

> Organizers should refer to OCC Advisory Letter 2000-12, dated November
> 28, 2000 for guidance on risk management of outsourcing technology
> services. (Please refer to enclosure.)

5\. Mr. Fukae, the bank's controlling shareholder, must properly execute
the attached form, "Consent to Jurisdiction and Appointment of Agent for
Service of Process," whereby he consents to submit to applicable United
States banking laws and regulations.

The OCC poses no objection to the following persons serving as executive
officers and/or directors as proposed in the application.

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

John C. Getzelman Director, CEO, Vice Chairman

Joyce N. Kaneda Chief Financial Officer

Mark C. Uhalley Director, Chairman of the Board

> John K. Jain, M.D. Director
>
> Donn E. Loe Director
>
> John H. Michel Director
>
> Conrad A. Peterson Director

Our review of proposed director Phillip Christensen has not been
completed as additional information was requested. We decided to delay
action on that individual pending further review.

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 OCC also does not disapprove your proposal for Mr. Kesao Fukae to be
the controlling shareholder of Excel National Bank. We understand Mr.
Fukae will not be a director of the bank. Because Mr. Fukae is not a
U.S. citizen, if in the future he is proposed to be elected a director,
the OCC must also approve a citizenship waiver for Mr. Fukae per 12 USC
72.

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:
[www.occ.treas.gov/corpbook/group4/public/pdf/charters.pdf](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 this office for
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.

After reading the instructions for the organization of a new national
bank, please call Senior Licensing Analyst Jim Bundy to discuss the
organization process. We believe this communication can contribute to a
more efficient and effective organization process and help avoid common
mistakes that have delayed or prevented other banks from opening.

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.

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.

Please direct any questions concerning preliminary conditional approval
to Senior Licensing Analyst James A. Bundy at (720) 475-7656.

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.

Sincerely,

/s/

Ellen Tanner Shepherd

Licensing Manager

Enclosures: Minimum Policies and Procedures

Standard Requirements

Consent to Jurisdiction and Appointment of Agent for Service of Process

AL 2000-12

Survey Letter

[^1]: If such deviation is the subject of an application filed with the
    OCC, the OCC does not require any further notice to the supervisory
    office.