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Western District Office

50 Fremont Street, Suite 3900

San Francisco CA 94105

\(415\) 545-5900; Fax (415) 545-5974

#### Conditional Approval #468

April 27, 2001 **May 2001**

Ivo A. Tjan, Spokesperson

CommerceWest Bank, N.A. (Proposed)

4685 MacArthur Court, Suite 100

Newport Beach, California 92660

Re: **New Bank Charter - CommerceWest Bank, N.A. (Proposed)**

Newport Beach, California, CAIS Control Number: 2000-WE-01-026

Dear Mr. Tjan:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of CommerceWest Bank,
National Association. On April 27, 2001, after a thorough evaluation of
all data available to the OCC, we found that your proposal met the
requirements for preliminary conditional approval. The bank also may
offer credit life, health, and accident insurance in accordance with 12
CFR 2.

This approval is granted based on a thorough review of all information
available, including the representations and commitments made in the
application and by the proposed bank's representatives. 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 approval is subject to the condition that the bank shall obtain
prior approval from the OCC's Southern California - South Field Office
before any significant deviation or change from the proposed operating
plan occurs during the bank's first three years of operation. The bank
must notify the Southern California - South Field Office at least sixty
(60) days prior to any proposed significant deviation or change. This
condition is enforceable under 12 USC §1818. The bank must also provide
a copy of such notice to the FDIC San Francisco Regional Office.

You have represented that the bank intends to offer Internet banking
products and services. Since you have not yet outlined the operational
details, financial impact, compliance implications, or timeframes for
the proposed Internet product and service offerings, we are unable to
conclude that the Internet banking plans do not raise any legal,
supervisory, policy, or compliance issues. In order not to delay a
decision of your application, we are granting preliminary conditional
approval of the charter at this time. Any final plans to offer Internet
banking will need to be reviewed and approved by the OCC as a
significant deviation or change from the proposed operating plan. Such
review will involve the same amount of scrutiny as if the details had
been known during the initial application.

The bank's initial paid-in capital, net of organizational and preopening
expenses, shall be no less than \$8 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 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 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 operation. 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 executive
officers as proposed in the application. Additional executive officers
are subject to the OCC's [prior]{.underline} review and clearance.

> President/Chief Executive Officer: Ivo A. Tjan;
>
> Chief Financial Officer/Cashier: Romolo (Ron) Santarosa;
>
> Chief Operations & Credit Officer: Cindy Bill.

The OCC poses no objection to the individuals listed below serving as
directors.

Cindy Bill; William A. Hares;

James M. Connelly; James P. Meehan, Jr.;

Susan P. Crank; Glenn A. Pardon;

Raymond A. DeAngelo; Kenneth A. Shelton;

Christopher J. Deering; Ivo A. Tjan; and

Gregory R. Games; Maurice F. Zumut.

All other 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 objection to any
new executive officer or director *prior* to that person assuming such
position.

The OCC also granted your waiver request of the citizenship requirement
of 12 USC 72 for Maurice Zumut to serve on the board of directors of
CommerceWest Bank, N.A. This waiver is granted based upon a review of
all available information, including the filing (with subsequent
correspondence and telephone conversations).

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
United States, any agency or entity of the United States, or an 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.

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 preliminary conditional
approval to Senior Licensing Analyst Maeve O'Meara at (415) 545-5923.

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.

Very truly yours,

-signed-

James A. Bundy

Licensing Manager

**Enclosures: "Corporate Organization" Booklet**

> **Minimum Policies and Procedures**
>
> **Standard Requirements**
>
> **Survey Letter**