**Community Development Investment Letter #2002-5**

July 18, 2002 **June 2004**

# 12 CFR 24

Ms. Edna R. Martinez

Branch President

First National Bank

301 S. Texas

Mercedes, Texas 78570

Dear Ms. Martinez:

This communication is in response to your letter of self-certification
received on May 29, 2002. First National Bank, Texas (the \"Bank\") made
an equity investment of \$50,000 in its wholly-owned subsidiary, First
National Group Community Development Corporation (the "FNGCDC"). The
Bank self-certifies that its investment in the FNGCDC is consistent with
12 U.S.C. § 24 (Eleventh) (the \"statute\") and 12 C.F.R. Part 24 (the
\"regulation\") concerning national bank community development
corporations, community development projects and other public welfare
investments.

The Bank's investment was used by FNGCDC to provide financing to an
individual that owns and operates a convenience and hardware store in a
low- and moderate-income area outside the city limits of Mission and
Alton, Texas. This small business owner will use the financing from the
FNGCDC as working capital.

The Bank formed the FNGCDC on July 30, 1999, after receiving the OCC\'s
approval that the corporation meets the requirements of the statute and
regulation. This new investment by the Bank is the FNGCDC is consistent
with FNGCDC's purpose to primarily benefit low- and moderate-income
persons, low- and moderate-income areas, or other areas targeted by
federal, state, or local government. The investment also demonstrates
nonbank community involvement, including by the FNGCDC's having a
nonbank community representative on its board of directors.

The Bank's investment in the FNGCDC, and the aggregate amount of its
outstanding investments under the regulation, do not exceed **\[ \]**
percent of its unimpaired capital and surplus. The aggregate amount of
the Bank's outstanding investments may not exceed **\[ \]** percent of
its capital and surplus without prior, written approval by the OCC. In
no event shall the Bank's aggregate investments exceed 10 percent of its
unimpaired capital and surplus.

The response set forth in this letter is based on information and
representations provided to us by the Bank. Any change in the nature,
amount, or purpose of the Bank\'s investment, or in the purpose and
activities of the FNGCDC, could result in a different response being
rendered concerning the conformance of the Bank\'s investment with the
statute and the regulation.

If requested by the OCC, the Bank shall provide reports concerning its
investment in the FNGCDC and the FNGCDC's financial status, activities
and accomplishments. Copies of all reports submitted to the OCC shall
also be provided to the Deputy Comptroller, Southwestern District.

This response regarding the Bank\'s Part 24 investment 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 does 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.

If you have questions regarding this letter, please contact Karen
Bellesi, Manager, Community Development Investments, at (202) 874-4930.
You also may access general information about the OCC's Community
Development Corporation Investment Program (Part 24), including the new
CD-1 form for submitting Part 24 requests, on
<http://www.occ.treas/cdd/resource.htm#CDC>.

Sincerely,

/s/ Barry Wides

Barry R. Wides

Director

Community Development Division

cc: Robert Gandy III, President, First National Bank, Texas