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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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250 E Street, SW

Washington, DC 20219

May 9, 2003 **Conditional Approval #592**

#### June 2003

Michael Basile, Esquire

Strook & Strook & Lavan LLP

33^rd^ Floor

200 South Biscayne Blvd.

Miami, FL 33131-2385

Re: Application filed by Desjardins, FSB, Hallandale, FL to convert from
a federal savings bank to a national association, waive the U. S.
citizenship requirement, and certify one branch office.

CAIS Control Number: 1998-SE-01-0046

Dear Mr. Basile:

The Office of the Comptroller of the Currency (OCC) has reviewed your
request to convert Desjardins, Federal Savings Bank to a national bank
with the title of Desjardins Bank, N. A. (Desjardins), to be located at
1001 East Hallandale Beach Blvd., Hallandale, FL 33009. Please be
advised that, after a thorough review of all information available,
including the representations and commitments made in the application
and by Desjardins' representatives, the OCC found that your request to
convert to a national banking association met the requirements for
approval, subject to the following conditions:

1.  In addition to compliance with other applicable requirements under
    U.S. law, Desjardins will make available to the OCC such information
    on the operations and activities of Desjardins and any of its
    affiliates that the OCC deems necessary to determine and enforce
    compliance by Desjardins with applicable Federal laws. If the
    disclosure of any required information is prohibited by law or
    otherwise, Desjardins will cooperate with the OCC including seeking
    timely waivers of or exemptions from any applicable confidentiality
    or secrecy restrictions or requirements in order to enable
    Desjardins to make such information available to the OCC.

2.  Desjardins consents to the jurisdiction of the Federal courts of the
    United States and of all United States government agencies,
    departments and divisions for purposes of any and all claims made
    by, proceedings initiated by, or obligations to, the United States,
    the Office of the Comptroller and any other United States government
    agency, department or division, in any matter arising under the
    National Bank Act, the International Banking Act, and other
    applicable Federal banking laws.

Please be advised that all conditions of this approval shall be deemed
to be 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(b)(1). We also made our decision to grant conditional
approval with the understanding that the proposed national bank will
apply for membership in the Federal Reserve System.

This conditional approval is also based in part upon the institution's
representation that, as of the date of the conversion, the capital
structure will be realigned to comply with the minimum capital
requirements of 12 USC 35, 36, 51, 52, and 371d to the extent
applicable.

This letter also constitutes official OCC authorization to operate the
following branch:

> OCC Branch Number: 124770A
>
> Pompano Beach Branch
>
> 2745 East Atlantic Boulevard
>
> Pompano Beach, FL 33062

Please retain this letter as the official branch authorization. If, at
some time in the future, the Bank intends to close the branch, a 90-day
advance notice of the proposed branch closing must be submitted to the
OCC pursuant to 12 USC 1831r-1. Also, if this branch is sold, the branch
authorization should be surrendered to the OCC.

The OCC also granted your request to waive the citizenship requirements
of 12 USC 72 for Jean-Guy Langelier to serve as a member of the board of
directors of Desjardins. This waiver is based upon a review of all
available information, including the filing, subsequent correspondence
and telephone conversations, and Desjardins' representation that this
waiver will not affect the board's responsibility to direct Desjardins'
operations in a safe and sound manner. The OCC reserves the right to
withdraw or modify this waiver and, at its discretion, to request
additional information at any time in the future.

You are reminded that the following are required before the effective
date of the conversion:

1.  The institution must purchase adequate fidelity bond coverage in
    accordance with

> 12 CFR 7.2013, which lists four factors the directors should consider
> to determine adequacy.

2.  If a director, officer, employee, or principal shareholder of
    Desjardins (including an entity in

> which such person owns an interest of 10 percent or more) is involved
> in the sale of credit life insurance to loan customers, Desjardins
> should ensure compliance with 12 CFR 2, which among other things,
> prohibits a covered person from retaining commissions or other income
> from the sale of credit life insurance connected with any loan
> Desjardins makes.

3.  The board of directors must adopt and have in place policies,
    practices, and procedures to ensure the safe and sound operation of
    Desjardins. The board also must review those policies, practices,
    and procedures continually and ensure Desjardins' compliance with
    them. We are enclosing the minimum policies and procedures
    applicable to national banks.

4.  Desjardins must obtain any other regulatory approvals, including
    approval from the Federal Reserve Board for Federation des caisses
    Desjardins du Quebec, Caisse centrale Desjardins du Quebec, and
    Desjardins FSB Holding, Inc., to become bank holding companies.

5.  Desjardins has represented that it intends to maintain its
    membership in the Federal Home Loan Bank (FHLB) system. If, at any
    time, Desjardins ceases to be a member of the FHLB system, it must
    use its best efforts, including contacting the appropriate FHLB
    and/or the Federal Housing Finance Board, to dispose of any stock in
    the FHLB. The OCC will consider this stock a nonconforming asset for
    any period that Desjardins is not a member of the FHLB system.

The converting institution must notify the OCC if the facts described in
the filing materially change at any time prior to consummation of the
conversion.

Additionally, with respect to any dual employees, the Bank's financial
records must reflect the personnel costs associated with time devoted by
these employees to Bank matters.

This 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 any 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 waived or
modified by any employee or agent of the OCC or the United States.

The approval of the conversion expires if it has not occurred six months
from the date of the decision. The OCC is opposed to granting
extensions, except under the most extenuating circumstances, and expects
the conversion to occur as soon as possible.

The "Conversions" booklet in the *Comptroller's Licensing Manual*
provides guidance for converting to a national association. The booklet
is located at the OCC\'s web site: [www.occ.treas.gov/corpbook/
group1.]{.underline}

Upon conversion, please submit a letter certifying that you have
completed all steps required to convert to a national banking
association (sample enclosed). If you have any questions, please contact
Louis Gittleman, Senior Licensing Analyst at our Atlanta District Office
at

404-588-4525.

Sincerely,

/s/ Beverly L. Evans

Beverly L. Evans

Licensing Operations

Enclosures: Minimum Policies and Procedure
(www.occ.treas.gov/corpapps/corpapplic.htm)

Conversion Completed Certification Sample Letter

cc: Gilles Lapierre, Vice President, Caisse centrale Desjardins