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

1225 17^th^ Street, Suite 300

Denver, Colorado 80202

720-475-7650; Fax: 301-333-7010

**Conditional Approval #737**

March 27, 2006 **April 2006**

Gary M. Horgan

Horgan, Rosen, Beckham & Coren

23975 Park Sorrento, Suite 200

Calabasas, California 91302-4001

Re: First Coastal Bank, National Association

Manhattan Beach, California

Application for Limited Fiduciary Powers

OCC Control No.: 2006-WE-12-0017

Dear Mr. Horgan:

The Comptroller of the Currency (OCC) has conditionally approved your
proposal for the referenced Bank to conduct fiduciary powers pursuant to
12 USC 92a. This approval constitutes a permit to conduct the fiduciary
powers requested in your application \[12 CFR 5.26(e)(4)\]. Per your
application, the fiduciary powers will be limited to offering investment
advice for a fee, and no other fiduciary services will be offered at
this time.

This approval is granted subject to the following specific condition:

> The Bank: (i) shall give the Southern California-North Field Office at
> least sixty (60) days prior written notice of the Bank's intent to
> significantly deviate or change from its trust department's business
> plan or operations and (ii) shall obtain the OCC's written
> determination of no objection before the Bank engages in any
> significant deviation or change from its trust department business
> plan or operations. The OCC may impose additional conditions it deems
> appropriate in a written determination of no objection to a bank's
> notice.

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 USC 1818. As such, the condition is
enforceable under 12 USC 1818.

The OCC must approve any trust management change the bank makes prior to
commencing fiduciary activities, and the bank must notify this office in
writing within 10 days after commencing trust activities.

The board of directors must provide for the establishment and
administration of the trust department (or fiduciary operation) either
through the adoption of amendments to the bylaws or by appropriate
resolutions. You will note that 12 CFR 9.4 places responsibility on the
board of directors for the proper exercise of the bank's fiduciary
powers. However, the board may decide whether it shall supervise the
administration of all such powers directly or assign any function
related to such powers to any director, officer, employee, or committee.

The board should also provide:

-   A proper delineation of duties for trust officer(s) and
    committee(s).

-   Adherence to the self-dealing and conflicts of interest provisions
    under 12 CFR 9.12.

-   The designation of the officers or employees responsible for custody
    of the trust investments in conformity with 12 CFR 9.13(a) (if
    applicable).

The establishment and administration of the trust department may appear
in the bylaws or in the board resolutions, or partly in the bylaws and
partly in the resolutions. After adoption, a copy of those provisions
should be furnished to the trust officer(s) for guidance.

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

Under separate cover, the OCC's Communications Division will mail to you
booklets of the *Comptroller's Handbook* that pertain to asset
management. The trust officers and staff should become thoroughly
familiar with "Fiduciary Activities of National Banks" at 12 CFR 9 (copy
enclosed).

The trust activities should begin within 18 months of this approval,
unless we grant an extension. If the bank decides to surrender its
fiduciary powers, it must notify the OCC in accordance with 12 CFR
9.17(a).

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.

If you have any questions, contact Senior Licensing Analyst Jim Bundy at
(720) 475-7650.

Sincerely,

/s/

Ellen Tanner Shepherd

Director for District Licensing

Enclosures: 12 CFR 9

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