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

Western District Office

50 Fremont Street, Suite 3900

San Francisco, California 94105

\(415\) 545-5900; Fax (415) 545-5925

**Conditional Approval #446**

January 9, 2001 **February 2001**

Michael Luiten, Spokesperson

Eastside Commercial Bank, National Association (Proposed)

4656 123^rd^ Avenue

Bellevue, Washington 98006

Re: **New Bank Charter -** **Eastside Commercial Bank, National
Association (Proposed)**

Bellevue, Washington, Control Number: 2000-WE-01-021

Dear Mr. Luiten:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of Eastside Commercial
Bank, National Association. Today, 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 also may
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 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
Assistant Deputy Comptroller Nancy Wilson at the Seattle 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 Seattle Field Office address is 1000 2^nd^ Avenue, Suite 3300,
Seattle, Washington 98104-1046, and its phone number is (206) 553-5234.
The bank must also provide a copy of such notice to the Federal Deposit
Insurance Corporation's (FDIC) San Francisco Regional Office.

**Eastside Commercial Bank, N.A. (Organizing)**

Control Number 2000-WE-01-021

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 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.

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 bank proposes to raise \$5,000,000 to \$6,000,000 in capital prior
to commencing operations. You are reminded that, pursuant to 12 CFR §
5.20(I)(5)(iii), this preliminary approval expires if the bank does not
raise the capital funds within 12 months from the date of this letter.
The preliminary approval also will expire if the bank has not commenced
business within 18 months from the date of this letter.

The OCC poses no objection to Michael Luiten serving as President, Chief
Executive Officer and Director, and Maryann Nelson serving as Chief
Financial Officer, Chief Operating Officer and Director. The OCC also
poses no objection to the following individuals serving as Directors as
proposed in the application:

James C. Ardissono, David T. Ducharme,

Donald W. Benson, John D. Dulcich,

Mark L. Dow, Steve Gorder, and

Stanley R. Drake, Mary Jo Lanzer.

Additional executive officers and 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.

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.

**Eastside Commercial Bank, N.A. (Organizing)**

Control Number 2000-WE-01-021

You should direct any questions you have concerning this preliminary
approval to me at

\(415\) 545-5923.

Very truly yours,

**-signed-**

Maeve O'Meara

Acting Licensing Manager

Enclosures: "Corporate Organization" Booklet

Minimum Policies and Procedures

Standard Requirements

Survey Letter