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| ## O  | ###                                                          |
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| C     |                                                              |
| omptr |                                                              |
| oller |                                                              |
| of    |                                                              |
| the   |                                                              |
| Cur   |                                                              |
| rency |                                                              |
|       |                                                              |
| Adm   |                                                              |
| inist |                                                              |
| rator |                                                              |
| of    |                                                              |
| Nat   |                                                              |
| ional |                                                              |
| Banks |                                                              |
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Licensing Operations

Southwestern District Office

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3342

May 23, 2003 **Conditional Approval #594**

##### June 2003

Mr. Jeffrey M. Harp

3500 West Vickery Boulevard

Fort Worth, Texas 76107

RE: Charter Application No. 2002-SW-01-0007

Courier Service Application 2002-SW-05-0128

Trinity Bank, National Association

> Fort Worth, Texas, Charter No. 24397

Dear Mr. Harp:

The Comptroller of the Currency (OCC) has found that you have met all
requirements it imposed and completed all steps necessary to commence
the business of banking.

You are authorized to open Trinity Bank, National Association on May 28,
2003. We will forward you a charter certificate under separate cover.
Your charter number is 24379.

The Board of Directors must retain a qualified Executive Vice President
over the lending function, as was described in the original charter
application, within six months after the opening of the bank. The
Executive Vice President you select must obtain the OCC's prior written
determination of no objection before assuming the position and will be
subject to the OCC's policy on Senior Executive Officer qualifications
(copy enclosed). The person selected for this position shall be distinct
from the bank\'s president and considered an "executive officer" under
Regulation O (12 C.F.R. 215).

The condition of this approval 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. Accordingly, failure to secure a
qualified Executive Vice President for lending within six months of
opening the bank may subject the bank and the Board to enforcement
action, including civil money penalties.

This action, 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 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.

You are reminded that several of the standard requirements contained in
the preliminary approval letter dated February 14, 2003 will continue to
apply once the bank opens and by opening, you agree to subject your
association to these conditions of operation. Some of the requirements
bear reiteration here:

1\. The bank shall obtain the OCC's non-objection before any significant
deviation or change from the proposed operating plan occurs during the
bank's first three years of operations. The bank shall notify the OCC's
Fort Worth Field Office, Fort Worth, Texas 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.
This condition is enforceable under 12 U.S.C. § 1818. The bank must also
provide a copy of such notice to the FDIC's Dallas Office.

2\. Regardless of the association's FDIC insurance status, the
association is subject to the Change in Bank Control Act (12 U.S.C.
§1817(j)) by virtue of its national bank charter.

3\. 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 a position. The proposed
person may not assume the position until the OCC has issued a letter of
no objection.

4\. The board of directors is responsible for the regular review and
update of policies and procedures, and for assuring ongoing compliance
with them. This includes maintaining an internal control system that
ensures compliance with the currency reporting and recordkeeping
requirements of the Bank Secrecy Act ("BSA"). The board is expected to
train its personnel in BSA procedures and designate one person or a
group to monitor day-to-day compliance.

Also on February 14, 2003, the Office of the Comptroller of the Currency
(OCC) approved the application for Trinity Bank, National Association to
establish a messenger service branch at 3500 West Vickery Boulevard,
Fort Worth, Texas 76107 to operate in Tarrant County Texas and counties
contiguous to Tarrant County. This letter serves as authorization for
the bank to establish Messenger Service Branch No. **124358A,** at the
above-noted address.

We urge you and the board of directors to become familiar with the
filing obligations of the Securities Exchange Act of 1934 ("34 Act") and
12 CFR Part 11. The bank may be required to file reports with the OCC
under the 34 Act and Part 11 if: (1) the bank at the end of any fiscal
year has 500 or more shareholders of record; or (2) the bank made a
public offering of securities subject to 12 CFR Part 16 during the
bank\'s organization process. We encourage you to contact the OCC\'s
Securities and Corporate Practices Division at (202) 874-5210 if you
have any questions about the bank\'s securities disclosure obligations.

On behalf of the OCC, welcome to the national banking system. Should you
have any questions, please contact Assistant Deputy Comptroller Mark R.
Holder of the Fort Worth Office at (817) 281-3139, who will be
responsible for the ongoing supervision of your institution

If you have any questions about our conditional approval or the
organizational process please contact NBE-Licensing Analyst Joseph T.
Burbridge at (214) 720-7052, e-mail <joseph.burbridg@occ.treas.gov>, or
write to the address reflected above.

Yours truly,

/s/ Karen H. Bryant

Karen H. Bryant

Licensing Manager

Enclosure