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| ## Comptroller of the Currency                                        |
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| > Administrator of National Banks                                     |
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Midwestern District Office

2345 Grand Boulevard, Suite 700

Kansas City, MO 64108

December 21, 2000 **Conditional Approval #444**

##### January 2001

Ms. Margie J. Heller

Spokesperson

American National Corporation

8990 West Dodge Road

Omaha, Nebraska 88114

#### Re: Charter Application for American National Bank, Lincoln, Nebraska

***CAIS Control #2000-MW-01-0016***

Dear Ms. Heller:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of American National Bank.
On this date, 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 may also 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 provide
the OCC's Omaha North Field Office at least thirty (30) days prior
notice of any significant deviation or change from the proposed
operating plan during the bank's first three years of operation. This
condition is enforceable under 12 USC §1818. The bank must also provide
a copy of such notice to the FDIC's Regional Office in Kansas City,
Missouri.**

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

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

Ms. Margie Heller

Control #2000-MW-01-0016

Page Two

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.
**Please contact Analysis Specialist Judith Bollig at 816-556-1860 if
you have any questions about the "in-organization" phase.**

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 person(s) serving as
executive officers as proposed in the application. Additional executive
officers are subject to the OCC's [prior]{.underline} review and
clearance.

CEO John F. Kotouc

President Jeffrey R. Schmid

Chief Financial Officer Margie Heller

> Executive Vice President Tod R. Ellis
>
> Senior Vice President Dennis M. Monaghan

The OCC poses no objection to John Kotouc, Jeffrey Schmid, Margie
Heller, Tod Ellis, or Dennis Monaghan serving as directors. 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 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 National Bank Examiner Sally A. Payne at (816) 556-1860.

Sincerely,

**-signed-**

Ellen Tanner Shepherd

Licensing Manager

Enclosures: "Corporate Organization" Booklet

> Minimum Policies and Procedures
>
> Standard Requirements