<PAGE>


                            UNITED STATES OF AMERICA
                           DEPARTMENT OF THE TREASURY
                    OFFICE OF THE COMPTROLLER OF THE CURRENCY

In the Matter of:                      )
                                       )
First Consumers National Bank,         )     AA-EC-02-04
Beaverton, Oregon                      )
_______________________________________)

                                 CONSENT ORDER

     The Comptroller of the Currency of the United States of America
("Comptroller"), through his National Bank Examiners, is examining First
Consumers National Bank, Beaverton, Oregon (the "Bank"), and his preliminary
findings have been communicated to the Bank.

     The Bank, by and through its duly elected and acting Board of Directors
(the "Board"), has executed a "Stipulation and Consent to the Issuance of a
Consent Order," dated May 14, 2002, that is accepted by the Comptroller. By this
Stipulation and Consent, which is incorporated herein by this reference, the
Bank has consented to the issuance of this Consent Order ("Order") by the
Comptroller.

     Pursuant to the authority vested in him by the Federal Deposit Insurance
Act, as amended, 12 U.S.C.(S)1818, the Comptroller hereby orders that:

                                   ARTICLE I

                             AFFILIATE TRANSACTIONS
                             ----------------------

     (1) The Bank shall immediately, and until further notice by the OCC, cease
and desist any and all transactions with any of its affiliates, as defined in 12
U.S.C. (S) 371c, except those activities and transactions (i) specifically
permitted or required by other provisions of this Order, and (ii) that otherwise
comply with the requirements of 12 U.S.C. (S) 371c and 12 U.S.C. (S) 371c-1.

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     (2) Subject to the remaining provisions of this Article, the Bank may
continue the following:

     (a)  transactions required to consummate the sale of the credit card
          receivables of Eddie Bauer, Inc., Newport News, Inc., Spiegel Catalog,
          Inc., and Crate & Barrel, Inc. (collectively the "Preferred card
          receivables");

     (b)  transactions required to consummate the sale of the VISA and
          MasterCard credit card receivables (collectively the "Bankcard
          receivables");

     (c)  transactions required to service the Preferred card and Bankcard
          receivables; and

     (d)  transactions involving the provision of certain routine administrative
          and operational services provided in the ordinary course of business.
          Within three (3) days of the effective date of this Order, the Bank
          shall provide the OCC in writing with a complete list of all such
          services.

Provided however, nothing in this paragraph is intended, or shall be construed,
to have the effect of authorizing any transaction that is otherwise prohibited
by this Order.

     (3) The Bank shall immediately, and until further notice by the OCC, cease
and desist from the payment of all fees, commissions, salaries, or funds of any
kind and from incurring any obligation to any of its affiliate companies, other
than withdrawal of deposits, unless the funds are paid out or the obligation is
incurred pursuant to written agreements or contracts that are documented in the
books and records of the Bank and supported by documentation in the books and
records of the Bank which demonstrate that the contracts or agreements represent
arm's length transactions on terms and conditions that are fair and reasonable
to the Bank.

                                        2

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     (4) The Bank shall immediately, and until further notice by the OCC, cease
and desist from the performance of services of any kind for, or on behalf of,
any of its affiliate companies unless the services are performed pursuant to
written agreements or contracts that are documented in the books and records of
the Bank and supported by documentation in the books and records of the Bank
which demonstrate that the contracts or agreements represent arm's length
transactions on terms and conditions that are fair and reasonable to the Bank.

     (5) The Bank shall immediately review all existing contracts and agreements
with all of its affiliate companies, written or otherwise, to determine whether
each contract or agreement represents an arm's length transaction whose terms
and conditions are fair and reasonable to the Bank. The Bank shall document its
conclusions from each review and shall complete the reviews of all transactions
and the documentation thereof within forty-five (45) days of the effective date
of this Order. The Bank shall terminate, within forty-five (45) days of the
effective date of this Order, all contracts or agreements with affiliates not on
an arm's length basis and shall similarly terminate all such contracts or
agreements whose terms and conditions are not demonstrably fair and reasonable
to the Bank.

     (6) The Bank shall complete a review of all existing contracts and
agreements within one hundred and twenty (120) days of the effective date of
this Order to determine whether the affiliate companies have performed in
accordance with the terms and conditions of each contract or agreement and shall
within thirty (30) days following completion of the review request appropriate
reimbursement for:

     (a)  excess fees, if any, paid to an affiliate; and

     (b)  payments that the Bank did not receive but was contractually entitled
          to receive, if any.

                                       3

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     (7) Within seven (7) business days of the effective date of the Order, the
Bank shall provide written evidence to the OCC that: (i) a deposit facility in
the amount of one hundred and twenty million dollars ($120,000,000) has been
established at an unaffiliated depository institution for the benefit of the
Bank or any appointed receiver, in a form acceptable to the OCC (the
"Facility"), the proceeds of which shall be used solely to defease, payoff or
retire all of the Bank's deposits (except those deposits described in paragraph
(1)(i) of Article III), and the interest due at maturity on such deposits, when
such deposits mature and become due; and (ii) an Irrevocable Letter of Credit in
the amount of seventy-eight million dollars ($78,000,000) (the "Letter of
Credit") that has been issued to provide for the continued performance of
Spiegel, Inc. and or its affiliates pursuant to the terms of any and all
agreements for the purchase of receivables from the Bank, including but not
limited to the Receivables Purchase Agreement dated October 17, 2001. In the
event the Letter of Credit has not been provided within seven (7) business days
of the effective date of this Order in a form and amount acceptable to the OCC,
the Bank shall immediately terminate its obligations under the aforementioned
receivables purchase agreement(s), and shall thereafter, cease funding any
receivables originated pursuant to said agreement(s).

     (8) Until further notice, effective immediately, the Bank shall provide the
OCC with a daily email that: (i) confirm that all credit card receivables
required to be sold pursuant to the terms of the aforementioned agreement(s) in
paragraph (7) above have been sold in accordance with the terms thereof, (ii)
sets forth the dollar amount of credit card receivables sold each day pursuant
to said agreement(s); (iii) sets forth the dollar amount of credit card
receivables retained or held on the Bank's books; and (iv) sets forth the amount
of credit card receivables sold or securitized by the Bank. Such email shall be
provided no later than 5:00 P.M. PST or PDT (whichever is applicable) the
following business day.

                                        4

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                                   ARTICLE II

                                BOOKS AND RECORDS
                                -----------------

     (1) The Bank shall maintain its books, records and management information
systems ("MIS") in a complete and accurate condition, and the Bank's files shall
contain all records and information necessary to allow the Comptroller to
determine the details or purposes of each of the Bank's transactions. At a
minimum, the Bank shall immediately develop, document and implement policies,
procedures, systems and controls to ensure that, on an on-going basis, the books
and records of the Bank:

     (a)  utilize a chart of accounts that contains account descriptions
          consistent with the activity in the account;

     (b)  reflect all of the assets, liabilities, capital, income and expenses
          of the Bank in accordance with Generally Accepted Accounting
          Principles ("GAAP");

     (c)  provide references from the general ledger to the journal entries and,
          in turn, reference to the supporting source documents;

     (d)  reflect readily available documentation to adequately support all
          general ledger entries;

     (e)  reflect approval of all general ledger entries by an appropriate
          supervisor before being recorded in the books and records;

     (f)  include account analyses and/or reconciliations where appropriate or
          useful to evaluate or understand amounts recorded in the account; and

     (g)  readily reflect that the Bank has complied with all affiliate
          transaction laws.

                                       5

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     (2) The Bank shall provide all federal financial regulatory agency
personnel (agency personnel) with prompt and unrestricted access to the Bank's
books, records and staff, and provide full and complete details or purposes of
the Bank's transactions to agency personnel upon inquiry.

     (3) Within forty-five (45) days of the effective date of this Order, the
Bank shall engage, subject to the supervisory non-objection of the Director for
Special Supervision/Fraud (the "Director"), an independent accounting firm to
review all material 2001 income and expense accounts, all material asset and
liability accounts as of December 31, 2001, and all affiliate party transactions
since January 1, 1999. For purposes of this Order, "material" shall have the
same meaning accorded in Securities and Exchange Commission Staff Accounting
Bulletin No. 99 on Materiality, or as the OCC may, in its discretion, otherwise
determine. Such review shall be completed within sixty (60) days of receipt of
the supervisory non-objection from the OCC.

     (4) Within thirty (30) days from the receipt of the report completed
pursuant to paragraph (3) above, the Bank shall file amended Consolidated
Reports of Condition ("Call Reports") as necessary to correct material
inaccuracies noted by the independent accounting firm.

     (5) Within one hundred and twenty (120) days, with the assistance of the
independent accounting firm, the Board shall cause to be developed and
implemented revised written accounting policies and procedures for all
significant Bank activities including sales of assets, and other securitization
activities.

     (6) Within sixty (60) days of the effective date of this Order, the Bank
shall obtain and begin using on an ongoing basis, a residual asset valuation
model ("model") that comports with industry practice and OCC Bulletin 2000-16
and shall, at a minimum, base its estimation process on the following factors or
assumptions:

         (a)  an actual cash payment rate - which the Bank shall calculate based
              on the

                                       6

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              history of actual payments made;

         (b)  a loss rate - which the Bank shall calculate on the basis of a
              three month rolling average loss rate (including roll rate
              analysis) from the relevant portfolio and trends in delinquency
              rates;

         (c)  a discount rate - which the Bank shall calculate based on
              appropriate comparisons with at least three comparable portfolios
              and supported by such other market information as is available to
              determine the appropriate required yields for residual assets;
              and

         (d)  gross yield - which the Bank shall calculate based upon
              historical cash yields and the use of a three-month rolling
              average.

     (7) The Bank shall document, and maintain such documentation of, its
calculation of each of the factors or assumptions described above in paragraph
(6).

     (8) The Bank's valuation estimate and the applicable valuation assumptions
shall comply with GAAP and OCC Bulletin 99-46 and be acceptable to the OCC.

     (9) Within ninety (90) days of the effective date of this Order, the Bank
shall prepare policies, procedures and controls for the use of the model
described in paragraph (6) of this Article. The policies, procedures, and
controls shall require that the Bank fully document and maintain every
quantitative and qualitative assumption used to determine residual asset
valuation, and any deviations from the policy's calculation process shall be
fully documented in the Bank's books and records. The policies, procedures, and
controls shall also: (i) require the performance of a back-testing procedure to
validate the accuracy of estimates relative to actual performance; (ii) require
a written analysis of the results of each such back-testing; (iii) require the
retention of all documentation pertaining to each such back-testing; and (iv)
require formal approval by Bank

                                       7

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senior management before making changes to the assumptions. The Bank shall not
record in its books and records any estimate of the value of a residual where
the estimate was not generated according to its written policies without the
prior approval of the OCC.

     (10) On an on-going basis, the Bank shall ensure that it is accurately
reporting its allowance for loan and lease losses ("ALLL") for all credit card
receivables. Within sixty (60) days, the Bank shall submit to the OCC for review
and prior supervisory non-objection, a description of its methodology for
determining the ALLL. The methodology shall be consistent with the Interagency
Guidance on Subprime Lending, OCC Bulletin 99-10 and the Interagency Expanded
Guidance for Subprime Lending Programs, OCC Bulletin 01-6 (collectively
"Interagency Guidance on Subprime Lending") and also with the Allowance for Loan
and Lease Losses booklet, A-ALLL, of the Comptroller's Handbook.

                                  ARTICLE III

                                    DEPOSITS
                                    --------

     (1) The Bank shall immediately, and until further notice by the OCC, cease
and desist from accepting, renewing or rolling over any deposits, except for:
(i) a parent company deposit necessary to maintain its status as an "insured
depository institution" as that phrase is defined at 12 U.S.C. (S)1813(c)(2);
(ii) deposits received by the Bank pursuant to any secured credit card
solicitation(s) the Bank is contractually or legally obligated to honor as of
the effective date of this Order; and (iii) additional deposits received from
existing customers of the Bank as of effective date of this Order for which the
Bank is contractually obligated to increase the customer's line of credit upon
receipt of such deposit.

     (2) Consistent with the requirements of paragraph (7) of Article I of this
Order, within seven (7) business days of the effective date of this Order, the
Bank shall cause funds to be

                                       8

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deposited into an unaffiliated insured depository institution in an amount
sufficient to defease, payoff, or retire all of the Bank's deposits (except
those deposits described in paragraph (1)(i) of this Article) and the interest
due at maturity on such deposits.

                                   ARTICLE IV

                           CREDIT CARD ADMINISTRATION
                           --------------------------

     (1) Within thirty (30) days of the effective date of this Order, the Board
shall ensure that the Bank has appropriate management information systems in
place so that Bank management can effectively monitor the performance of the
Preferred and Bankcard receivables by product, marketing initiative, and
vintage. The Bank shall generate reports to analyze asset quality in terms of
portfolio dimensions, composition, and performance. Reports should include risk
levels and trends relating to product profitability, volumes, delinquencies,
charge-offs, recoveries, bankruptcies, fraud, over limits, credit line
increases, reissue, renewal, re-age, debt management programs, aggregation, and
other appropriate areas as described in the Credit Card Lending booklet, A-CCL
of the Comptroller's Handbook.

     (2) Within fifteen (15) days of the effective date of this Order, the Bank
shall develop, document and implement policies, procedures, systems and controls
designed to identify, monitor and control on an on-going basis, the total credit
risk associated with any single customer. Until such policies, procedures,
systems and controls are in place and operational, the Bank shall not issue any
additional card(s) to an existing Bankcard or Preferred card customer.

                                   ARTICLE V

                               GROWTH RESTRICTIONS
                               -------------------

     (1) Except for credit cards issued and credit line increases provided
pursuant to any

                                       9

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solicitations the Bank is contractually or legally obligated to honor, and that
accrued prior to the effective date of this Order, the Bank shall immediately,
and until further notice by the OCC, cease and desist from:

     (a)  issuing any new secured credit cards unless: (i) such card is fully
          secured, and (ii) the deposit is held by another insured depository
          institution;

     (b)  increasing the credit line of any existing secured credit card except
          with respect to increases required by the contractual terms of the
          secured credit card as of the effective date of this Order;

     (c)  issuing any new unsecured or partially-secured Bankcards to any
          existing customer having a Fair, Isaac & Company score, or equivalent
          score that is empirically derived and statistically sound numeric
          score (hereinafter collectively referred to as "FICO score") of less
          than 680, and issuing any unsecured or partially-secured Bankcard to
          any new customer with a FICO score of less than 680, without the prior
          written supervisory non-objection of the Director;

     (d)  issuing any new unsecured or partially-secured Preferred cards to any
          existing customer having a FICO score less than 640, and issuing any
          unsecured or partially-secured Preferred card to any new customer with
          a FICO score of less than 640, without the prior written supervisory
          non-objection of the Director;

     (e)  providing any new credit line increases on any Bankcard to any
          customer having a FICO score less than 680;

                                       10

<PAGE>


     (f)  providing any new credit line increases on any Preferred card to any
          customer having a FICO score less than 640; and

     (g)  issuing any new credit card programs for, or on behalf of, any third
          parties. For purposes of this paragraph, the term "solicitations"
          includes any offer of credit, including but not limited to those made
          by direct mail, telemarketing, point of sale, and "Take One"
          applications.

     (2) Within ten (10) days of the effective date of this Order, the Bank
shall submit to the OCC for its prior supervisory non-objection, a line
reduction program for all Bankcard and Preferred card customers.

     (3) The Bank shall immediately, and until further notice from the OCC, not
permit its average total assets at any calendar quarter end (commencing with the
quarter ending June 30, 2002) to increase more than three percent (3%) over its
average total assets at the end of the preceding calendar quarter.

     (4) The Bank shall not acquire any interest in any company or insured
depository institution without the prior supervisory non-objection of the OCC.

     (5) Unless prohibited by applicable Federal statute or regulation, the Bank
shall immediately close all Bankcard accounts with a FICO score of less than 680
and all Preferred card accounts with a FICO score of less than 640 (collectively
"the Identified Accounts") that have been inactive for a period of twelve months
or more and have a zero balance as of the effective date of this Order. For the
Identified Accounts that have been inactive for at least six months but less
than twelve months and have a zero balance as of the effective date of this
Order, the Bank shall immediately reduce the customer's credit limit by fifty
percent (50%). The Bank shall implement this policy on a going forward basis.

                                       11

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                                   ARTICLE VI

                      CAPITAL MINIMUMS AND DISPOSITION PLAN
                      -------------------------------------

     (1) The Bank shall achieve by June 30, 2002, and thereafter maintain the
following capital levels (as defined in 12 C.F.R. Part 3):

     (a)  Tier 1 capital at least equal to twenty-eight percent (28%) of
          adjusted total assets as determined by line 32 of Schedule RC-R of the
          Call Report (or the corresponding line item should this line item
          change as a result of an amendment to the Call Report); and

     (b)  Total risk based capital at least equal to twelve percent (12%) of
          total risk weighted assets after the subprime assets are risk-adjusted
          by three hundred percent (300%) consistent with the Interagency
          Guidance on Subprime Lending.

     (2) The Bank shall immediately, and until further notice by the OCC, make
no capital distributions without the prior approval of the OCC.

     (3) Within dirty (30) days of the effective date of this Order, the Bank
shall file with the OCC a Disposition Plan to either: (i) sell or merge the
Bank, or (ii) liquidate the Bank in conformance with 12 U.S.C. (S)181. The
Disposition Plan shall include specific dates for the completion of the sale,
merger or liquidation of the Bank in a manner that will result in no loss or
cost to the Bank Insurance Fund of the Federal Deposit Insurance Corporation
("Deposit Insurance Fund") and in conformance with the Comptroller's Corporate
Manual for Termination of National Bank Status. The Disposition Plan shall also
provide for the maintenance of the Facility referenced in Article I, paragraph
(7) of this Order, which Facility shall be in an amount sufficient to ensure
that the Bank's ultimate resolution, including involuntary liquidation, is
completed in a manner that

                                       12

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will result in no loss or cost to the Deposit Insurance Fund. The Disposition
Plan shall also provide for the disposition of all deposits received in
connection with the Bank's secured credit cards, including those deposits
referenced in paragraph (1)(ii) and (iii) of Article III. The Disposition Plan
and terms and conditions of the Facility shall be subject to the prior
supervisory non-objection of the Director.

     (4) The Bank agrees that it will not begin the liquidation process prior to
securing the OCC's written determination of non-supervisory objection to the
Disposition Plan. After the OCC has advised the Bank in writing that it does not
take supervisory objection to the Disposition Plan, the Bank shall immediately
implement, and shall thereafter ensure adherence to, the terms of the
Disposition Plan.

                                   ARTICLE VII

                                    LIQUIDITY
                                    ---------

     (1) The Bank shall at all times maintain sufficient Liquid Assets to meet
the daily liquidity needs of the Bank. Effective immediately, the Bank shall
prepare a daily liquidity report reflecting the amount of deposit and other
liabilities coming due in the next thirty (30) days, together with any unfunded
card commitments, and the level of Liquid Assets available for payment of these
deposit and other liabilities and commitments. As an element of sufficient
liquid assets, the Bank shall maintain liquidity of not less than 100% of the
deposit and other liabilities coming due within the next thirty (30) days not
otherwise covered by the Facility.

     (2) Within seven (7) days of the effective date of this Order, the Bank
shall enter into an agreement with a depository institution and the OCC whereby
the Bank will at all times maintain liquid assets in the amount of fifteen
million ($15,000,000), of a type acceptable to the OCC, in a third party bank or
a Federal Reserve Bank, to be used to: (i) fund charges and advances on all

                                       13

<PAGE>

Bankcard accounts; and (ii) cover sales of Preferred card receivables under the
Receivables Purchase Agreement(s) described in Article I of this Order. The
amount of liquid assets required by this paragraph may be used in calculating
the Bank's capital and liquidity levels required by this Order.

     (3) Effective immediately, the Bank shall adopt and implement a process to
monitor and report the amount of uninsured deposits maintained by the Bank. The
report shall be made available to the asset/liability management committee of
the Bank on a weekly basis, and provided to the OCC upon request.

     (4) Within thirty (30) days of the effective date of this Order, the Bank
shall develop and implement a contingency funding plan to include at a minimum:

     (a)  establishment of a strategic direction and tolerance for liquidity
          risk;

     (b)  procedures and practices that translate the Board's goals, objectives,
          and risk tolerances into operating standards that are well understood
          by Bank personnel and consistent with the Board's intent, including:

          (i)    oversight of the implementation and maintenance of management
                 information and other systems that identify, measure, monitor,
                 and control the Bank's liquidity risk;

          (ii)   identification of key personnel, their responsibilities, and
                 the lines of authority for day-to-day liquidity reviews;

          (iii)  identification of key personnel, their responsibilities, and
                 the lines of authority under various liquidity scenarios,
                 including responsibilities for initiating communications inside
                 and outside of the Bank and identifying the role of senior
                 management and

                                       14

<PAGE>

                 detailed information about the availability of personnel with
                 responsibilities under various liquidity scenarios; and

          (iv)   establishment of effective internal controls over the liquidity
                 risk management process;

     (c)  monitoring of the Bank's performance and overall liquidity risk
          profile;

     (d)  projections of all significant balance sheet and off-balance
          sheet funds flows and their related effects, including deposit
          funding;

     (e)  projections of all liquidity needs of the Bank;

     (f)  a system for obtaining and regularly testing appropriate levels of
          secondary funding sources;

     (g)  identification, quantification, and ranking by preference of all
          sources of funding, including an evaluation of support from the
          Facility;

     (h)  a system to alert management to a pre-determined level of potential
          liquidity risk;

     (i)  a description of all potential securitization early amortization
          triggers;

     (j)  an assessment of the legal responsibility to fund new charges on the
          credit card receivables associated with any potential early
          amortization of a securitization;

     (k)  an assessment of the financial impact of any potential early
          amortization of a securitization to the Bank, including but not
          limited to, scenario analyses where total cash collections on the
          affected securitizations are directed to the master trust and new
          advances on the credit card receivables have to be funded; and

                                       15

<PAGE>


     (l)  methods for preventing loss to the Deposit Insurance Fund in the event
          of voluntary or involuntary liquidation.

                                  ARTICLE VIII

                                 RISK MANAGEMENT
                                 ---------------

     (1) Within sixty (60) days of the effective date of this Order, the Board
shall cause to be developed and implemented, and thereafter ensure Bank
adherence to a written risk management program to include, at a minimum, the
following:

     (a)  identification of existing credit, interest rate, liquidity,
          transaction, compliance, strategic, reputation, and price risks, and a
          written analysis of those risks;

     (b)  action plans and time frames to reduce risks where exposure is high,
          particularly with regard to credit risk, which impacts directly on
          liquidity, compliance, strategic, transaction and reputation risks.

     (c)  policies, procedures or standards which limit the degree of risk the
          Board is willing to incur, consistent with the strategic plan and the
          Bank's financial condition. This includes analyzing and limiting the
          risks associated with any new lines of business which the Board
          undertakes. The procedures shall ensure that strategic direction and
          risk tolerances are effectively communicated and followed throughout
          the Bank and should describe the actions to be taken where
          noncompliance with risk policies is identified;

     (d)  systems to measure and control risks within the Bank. Measurement
          systems should provide timely and accurate risk reports by customer,
          by department or division, and Bank-wide as appropriate; and

                                       16

<PAGE>


     (e)  procedures to ensure that Bank employees have the necessary skills to
          supervise effectively the current and the new business risks within
          the Bank, and procedures to describe the actions to be taken to
          address deficiencies in staff levels and skills.

The risk management program shall be consistent with the Bank Supervision
Process booklet, EP-SUP of the Comptroller's Handbook.

     (2) Within sixty (60) days of the effective date of this Order, the Board
shall ensure that the Bank has processes, personnel, and control systems to
ensure implementation of and adherence to the program developed pursuant to this
Article.

     (3) Within ninety (90) days of the effective date of this Order, the Board
shall identify and appoint an individual with demonstrated experience and skills
in providing overall risk management to implement the Bank's risk management
program. This individual shall report to the Board and shall be independent of
other Bank operations. Prior to the appointment of an individual to this
position, the Director shall have the power to veto the appointment of this
person. However, the failure to exercise such veto power shall not constitute an
approval or endorsement of the proposed individual.

     (4) The requirement to submit information and the prior veto provisions of
this Article are based on the authority of 12 U.S.C. (S)1818(b).

                                   ARTICLE IX

                               DOCUMENT RETENTION
                               ------------------

     (1) Effective immediately, the Bank shall develop and implement policies
and procedures governing the retention of documents in the ordinary course of
business that shall, at a minimum:

                                       17

<PAGE>

     (a)  identify the types of documents or books and records to be retained in
          the ordinary course of business;

     (b)  set forth a time table on which retained documents will be destroyed;

     (c)  prohibit the destruction, alteration, or removal of documents or books
          and records from the Bank's premises outside of the standards set
          forth in the policy.

     (2) The policies and procedures developed for this Article shall be
approved by the Board and submitted to the Director for prior determination of
no supervisory objection.

     (3) If and when the Director issues a notice of non-objection, the Bank
shall retain all documents, books and records unless the destruction, alteration
or removal is completed pursuant to the policies, procedures and schedule
implemented pursuant to this Article.

     (4) For the purposes of this Article, the words "documents," "books," and
"records" shall have the broadest meaning reasonably imaginable and shall
include, without limitation, paper and electronic records of all kinds, notes,
calendars, phone logs, financial instruments and tapes.

                                    ARTICLE X

                           PROGRESS AND OTHER REPORTS
                           --------------------------

     (1) Within thirty (30) days of the effective date of this Order, and
monthly thereafter, the Board shall submit a written progress report to the
Director setting forth in detail:

     (a)  actions taken to comply with each Article of this Order; and

     (b)  the results of those actions.

     (2) The Bank shall continue with the weekly reporting required under the
December 10, 2001 letter to the Bank from the OCC.

                                       18

<PAGE>

     (3) The Bank shall immediately provide the daily, email required pursuant
to Article 1, paragraph (8) to the individual email addresses, which will be
provided upon execution of this document and updated as necessary by the
Director.

                                   ARTICLE XI

                               NOTICE AND CLOSING
                               ------------------

     (1) All correspondences related to this Order, and any information or
documentation required hereunder to be submitted (other than by email) to the
Director or the OCC, shall be sent by overnight mail, hand delivery, or
facsimile to:

                 Ronald G. Schneck
                 Director for Special Supervision/Fraud
                 Office of the Comptroller of the Currency
                 250 E Street, SW
                 Mail Stop 6-4
                 Washington, DC 20219
                 202-874-4450
                 202-874-5214 (fax)

     and to:

                 Rita Kuehn
                 National Bank Examiner
                 Office of the Comptroller of the Currency
                 2795 E. Cottonwood Parkway, Suite 390
                 Salt Lake City, Utah 84121-7029
                 801-365-0203
                 801-365-0210 (fax)

     (2) Although the Bank is by this Order required to submit certain proposed
actions and programs for the review or approval of the Director, the Board has
the ultimate responsibility for the proper and sound supervision of the Bank.

     (3) It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities placed upon
him by the several laws of the United States of America to undertake any action
affecting the Bank, including the commencement of any

                                       19

<PAGE>

administrative action on matters arising from the ongoing examination of the
Bank and not expressly addressed herein, nothing in this Order shall in any way
inhibit, estop, bar or otherwise prevent the Comptroller from so doing.

     (4) Any time limitations imposed by this Order shall begin to run from the
effective date of this Order. Such time limitations may be extended in writing
by the Director for good cause upon written application by the Board.

     (5) In each instance in this Order in which the Board is required to ensure
adherence to, and undertake to perform certain obligations of the Bank, it is
intended to mean that the Board shall: (i) authorize and adopt such actions on
behalf of the Bank as may be necessary for the Bank to perform its obligations
and undertakings under the terms of this Order; (ii) require the timely
reporting by Bank management of such actions directed by the Board to be taken
under the terms of this Order; (iii) follow-up on any non-compliance with such
actions in a timely and appropriate manner; and (iv) require corrective action
be taken in a timely manner of any non-compliance with such actions.

     (6) The provisions of this Order are effective upon issuance of this Order
by the Comptroller, through his authorized representative whose hand appears
below, and shall remain effective and enforceable, except to the extent that,
and until such time as, any provisions of this Order shall have been amended,
suspended, waived, or terminated in writing by the Comptroller.


IT IS SO ORDERED, this 15th day of May 2002.


__________________________________________
Ronald G. Schneck
Director for Special Supervision/Fraud
Office of the Comptroller of the Currency

                                       20

<PAGE>

                            UNITED STATES OF AMERICA
                           DEPARTMENT OF THE TREASURY
                    OFFICE OF THE COMPTROLLER OF THE CURRENCY

_______________________________________
In the Matter of:                      )
                                       )     AA-EC-2002-04
First Consumers National Bank          )
Beaverton, Oregon                      )
_______________________________________)

           STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER

     WHEREAS, the Comptroller of the Currency of the United States of America
("Comptroller" or "OCC") intends to initiate a cease and desist proceeding
against First Consumers National Bank, Beaverton, Oregon (the "Bank") pursuant
to 12 U.S.C. (S)1818(b); and

     WHEREAS, the Bank, by and through its duly elected and acting Board of
Directors ("Board"), desiring to cooperate with the OCC, has executed this
Stipulation and Consent to the Issuance of a Consent Order ("Stipulation and
Consent"), dated May 14, 2002, which is accepted by the Comptroller. By this
Stipulation and Consent, the Bank has consented to the issuance of a Consent
Order ("Order") by the Comptroller dated May 15, 2002, and incorporated herein
by this reference as though fully set forth.

     In consideration of the above premises, the Comptroller, through his
authorized representative, and the Bank, by and through its Board, hereby
stipulate and agree to the following:

                                   ARTICLE I

     (1) The Bank is a national bank, chartered, supervised and examined by the
Comptroller pursuant to the National Bank Act, as amended, 12 U.S.C. (S)1 et
seq.

<PAGE>

     (2) The Comptroller is the "appropriate Federal banking agency" with
regulatory and supervisory responsibility for the Bank pursuant to 12 U.S.C.
(S)1813(q) and (S)1818(b).

     (3) The Bank is an "insured depository institution" as defined in 12 U.S.C.
(S)1813(c)(2) and within the meaning of 12 U.S.C. (S)1818(b)(1).

     (4) The Bank acknowledges that it is currently solvent.

                                   ARTICLE II

     (1) The Bank, without admitting or denying any wrongdoing, hereby consents
and agrees to the issuance of the Order by the Comptroller. The Bank further
agrees that said Order shall be deemed an "order issued with the consent of the
depository institution" as defined in 12 U.S.C. (S)1818(h)(2), and consents and
agrees that said Order shall become effective upon its issuance and shall be
fully enforceable by the Comptroller under the provisions of 12 U.S.C.
(S)1818(i)(1).

                                   ARTICLE III

     (1) The Bank, by signing this Stipulation and Consent, admits to the
jurisdiction of the Comptroller with respect to the matters set forth in the
Order pursuant to 12 U.S.C. (S)1818(b).

     (2)  The Bank, by signing the Stipulation and Consent, hereby waives:

          (a)  any and all procedural rights available in connection with the
               issuance of the Order including the right to the issuance of a
               notice of charges, an administrative hearing and all post hearing
               procedures available pursuant to 12 U.S.C.(S)1818;

          (b)  all rights to seek any type of administrative or judicial review
               of the Order,

                                       2

<PAGE>

          or any provision hereof, including all such rights provided by 12
          U.S.C. (S) 1818(h);

     (c)  any and all rights to challenge or contest in any manner the basis,
          issuance, validity, terms, effectiveness or enforceability of the
          Order or any provision hereof;

     (d)  entry of findings of fact and conclusions of law; and

     (e)  any and all claims for fees, costs or expenses against the
          Comptroller, or any of his agents or employees, related in any way to
          this enforcement matter and/or the Consent Order, whether arising
          under common law or under the terms of any statute, including but not
          limited to, the Equal Access to Justice Act, 5 U.S.C. (S) 504 and 28
          U.S.C. (S) 2412.

                                   ARTICLE IV

     (1) The provisions of this Order shall become effective upon execution of
this Order by the Comptroller, through his authorized representative whose
signature appears below, and shall remain effective and enforceable, except to
the extent that, and until such time as, any provisions of this Order shall have
been amended, suspended, waived, or terminated by the Comptroller through the
exercise of his sole discretion.

                                    ARTICLE V

     (1) The Bank agrees that the provisions of this Stipulation and Consent,
and the Order, shall not be construed as an adjudication on the merits, and
shall not inhibit, estop, bar, or otherwise prevent the Comptroller from taking
any other action involving or affecting the Bank, if at any time, he deems it
appropriate to do so to fulfill the responsibilities placed upon him by

                                       3

<PAGE>

the several laws of the United States of America, including but not limited to,
the appointment of a conservator or receiver, or the commencement of any other
action that he deems to be appropriate as a result of findings arising from any
examination of the Bank.

     (2) The Bank understands and agrees that nothing herein shall preclude any
proceedings brought by the Comptroller to enforce the terms of this Stipulation
and Consent or the terms and provisions of the Order, and that nothing herein
constitutes, nor shall the Bank contend that it constitutes, a waiver of any
right, power, or authority of any other representatives of the United States or
agencies thereof, including the Department of Justice, to bring other actions
deemed appropriate.

     (3) This Stipulation and Consent expressly does not form, and may not be
construed to form, a contract binding on the OCC or the United States.
Notwithstanding the absence of mutuality of obligation, or of consideration, or
of a contract, the OCC may enforce any of the commitments or obligations herein
undertaken by the Bank under its supervisory powers, including 12 U.S.C. (S)
1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges
that neither the Bank nor the OCC has any intention to enter into a contract.
The Bank also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S. Treasury
Department, the OCC, or any other federal bank regulatory agency or entity, or
any officer or employee of any of those entities to a contract affecting the
OCC's exercise of its supervisory responsibilities. The terms of this
Stipulation and Consent, including this paragraph, are not subject to amendment
or modification by any extraneous expression, prior agreements or arrangements,
or negotiations between the parties, whether oral or written.

                                       4

<PAGE>

     IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his
representative, has hereunto set her hand on behalf of the Comptroller.


/s/ Ronald G. Schneck                           5/15/02
------------------------------------            -------------------------------
Ronald G. Schneck                               Date
Director for Special Supervision/Fraud

                                       5

<PAGE>

     IN TESTIMONY WHEREOF, the undersigned members of the Board of Directors of
the Bank have hereunto set their hands on behalf of the Bank:

/s/ James Cannatero                                     5/14/02
---------------------------                             ------------------------
James Cannatero                                         Date


---------------------------                             ------------------------
Robert L. Gill                                          Date



---------------------------                             ------------------------
James E. Huston                                         Date


/s/ Michael A. McKillip                                 5/14/02
---------------------------                             ------------------------
Michael A. McKillip                                     Date

/s/ John Steele                                         5/14/02
---------------------------                             ------------------------
John Steele                                             Date

                                       6

<PAGE>

     IN TESTIMONY WEEREOF, the undersigned members of the Board of Directors of
the Bank have hereunto set their hands on behalf of the Bank:


---------------------------                             ------------------------
James Cannatero                                         Date

/s/ Robert L. Gill                                      5/14/02
---------------------------                             ------------------------
Robert L. Gill                                          Date

/s/ James E. Huston                                     5/14/02
---------------------------                             ------------------------
James E. Huston                                         Date


---------------------------                             ------------------------
Michael A. McKillip                                     Date


---------------------------                             ------------------------
John Steele                                             Date

                                       6