### Conditional Approval #487

**September 2001**

August 31, 2001 By facscimile: (212) 699-2819

and regular mail.

Mr. Timothy Chan

Vice President and Manager

New York Branch

Shanghai Commercial Bank Ltd..

125 East 56^th^ Street (Ground Floor)

New York, New York 10022-2603

Re: Application by Shanghai Commercial Bank Ltd. to establish a new
national bank titled

Shanghai Commercial Bank (New York), National Association, New York, New
York

and to establish a branch.

Control No.: 2001-NE-01-0007 and Charter No.: 24243

2001-NE-05-0057

Dear Mr. Chan:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of Shanghai
Commercial Bank ( New York), National Association ("Bank" or "SCBNY").
On August 31, 2001, after thorough evaluation of all data available to
OCC, we found that your proposal met requirements for preliminary
conditional approval. Your request to establish a branch in New York
City, New York is also approved.

This preliminary conditional approval is granted based on a thorough
review of all information available, including commitments and
representations made in the application and by the proposed bank's
representatives. Prior to opening, SCBNY has made a commitment to
increase the proposed board of directors by one additional member with
retail banking experience and to make specific modifications to the
proposed CRA plans that are acceptable to the supervisory office. We
also made our decision to grant preliminary conditional approval with
the understanding that the proposed national bank will apply for
membership in the Federal Reserve System and obtain FDIC insurance.

This is preliminary conditional approval only. Final approval will not
be granted until and unless the Federal Reserve Board acts favorably on
Shanghai Commercial Bank Ltd. application with them to acquire this new
bank. You must furnish the OCC's Northeastern District Office with a
copy of all related filings to the Federal Reserve, including
registration material.

This 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 an 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.

Final charter approval will be subject to the condition that the Bank
obtain the OCC's non-objection before any significant deviation or
change from the proposed operating plan during the Bank's first three
years of operation. The Bank will be required to notify the New York
Field Office at least sixty (60) days prior to any proposed significant
deviation or change, and obtain the OCC's non-objection in writing, to
such a proposed deviation or change. The Bank will also be required to
provide a copy of such notice to the FDIC's Regional Office in New York,
NewYork.

Please be advised that the above-listed condition of this approval is
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 U.S.C.§ 1818(b)(1). The condition is enforceable under 12
U.S.C.§1818.

The bank's paid-in capital, net of organizational and preopening
expenses, shall be no less than \$15 million. 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 new bank is
not raised within 12 months or if the new bank is not opened for
business within 18 months from the preliminary conditional approval
date, the OCC will withdraw approval. 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.

Until final approval is granted, the OCC has the right to alter,
suspend, or revoke preliminary approval should any interim development
be deemed by the OCC to warrant such action.

Please refer to the "Corporate Organization" booklet (enclosed) in the
Comptroller's Corporate Manual for the instructions on organizing your
bank. The booklet contains all 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 acceptable Articles of Association and the Organization
Certificate to this office. As a "body corporate" or legal entity, you
may begin taking those steps necessary for obtaining final approval, but
you may not begin the business of banking until you fulfill all
requirements for a bank in organization and you are granted final
approval by the OCC.

Enclosed are standard requirements that must be met before the bank will
be allowed to commence business. Management must ensure that the
applicable policies and procedures are established and adopted by the
board of directors before the bank begins operations. Applicable
standard requirements also must be satisfied before the bank will be
allowed to commence business.

The OCC poses no objection to the following persons serving as director
and officers as proposed in the application.

Timothy Kam-tim Chan President and CEO

David Culver Kenny Director

Ta-chun Hsu Director

Chia-kun Chu Director

David Sek-chi Kwok Director

All other executive officers and directors are subject to the OCC's
prior review and clearance. You are also reminded that for a period of
two years after the bank has opened for business, the OCC must review
and have no objections to any new executive officer or director prior to
that person assuming such positions.

Not all background checks requested by the OCC have been received yet.
Although we have decided not to delay action pending receipt of those
responses, the OCC may consider remedies available to it if adverse or
previously withheld information is received.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

You should direct any questions concerning this preliminary conditional
approval to Gabriel Butler, Licensing Analyst at (212) 790-4055.

Sincerely,

**-signed-**

Sandya Reddy

Acting Licensing Manager

Enclosures: "Corporate Organization" Booklet

Minimum Policies and Procedures

Standard Requirement

"The Internet and the National Bank Charter" Booklet