**EMPLOYMENT
      AGREEMENT**





This **EMPLOYMENT
      AGREEMENT** (this
“ Agreement ”)
      is
      made and entered into as of this 5th day of April, 2006, by and between
      Intercontinental National Bank, a national bank chartered under the laws of
      the
      United States (the “ Bank ”),
      Intercontinental Bank Shares Corporation, a Texas corporation (the “ Company ”),
      and
      Steven J. Pritchard, a resident of Texas (the “ Executive ”).





**WHEREAS** ,
      Coastal
      Bancshares Acquisition Corp., a Delaware corporation (“ Coastal ”), Coastal
      Merger Corp., a Texas corporation and wholly-owned subsidiary of Coastal
      (“ Merger
      Sub ”),
      and
      the Company, have entered into that certain Agreement and Plan of Merger, dated
      as of April 5, 2006 (the “ Merger
      Agreement ”),
      pursuant to which Merger Sub will merge with and into the Company and the
      separate corporate existence of Merger Sub will cease (the “ Merger ”);





**WHEREAS** ,
      the
      Executive has considerable experience, expertise and training in management
      related to banking and services offered by the Bank;





**WHEREAS** ,
      the
      Bank and the Company desire and intend to cause the Executive to be employed
      as
      President of the San Antonio Division of the Bank pursuant to the terms and
      conditions set forth in this Agreement; and





**WHEREAS** ,
      both
      the Bank, the Company and the Executive have read and understood the terms
      and
      provisions set forth in this Agreement, and have been afforded a reasonable
      opportunity to review this Agreement with their respective legal
      counsel.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual promises and covenants set forth in this Agreement,
      the Executive and the Bank agree as follows:





**DURATION**





1.  This
      Agreement shall continue in full force and effect for a period (the
“ Term ”)
      beginning on the date the Merger is consummated (the “ Effective
      Date ”),
      and
      will expire and terminate by its own terms on the third anniversary of the
      consummation of the Merger (the “ Expiration
      Date ”),
      unless either party elects to terminate this Agreement prior to the Expiration
      Date, in accordance with the *TERMINATION* provisions
      set forth below.




2.  Both
      the
      Bank and the Executive acknowledge and agree that, subsequent to the Expiration
      Date, the parties may agree to continue the employment relationship upon such
      terms as they may mutually agree. However, both parties acknowledge and agree
      that, in the event they fail to agree upon terms for the continuation of the
      Executive’s employment subsequent to the Expiration Date, this Agreement shall
      automatically terminate on the Expiration Date without any additional liability
      or obligation on the part of either party, and the Executive shall become an
      employee at-will.









**COMPENSATION**





3.  All
      payments of salary and other compensation to the Executive shall be payable
      in
      accordance with the Bank’s ordinary payroll and other policies and
      procedures.




a.  For
      the
      Term of this Agreement, the Executive will receive a salary of $181,000 annually
      (the “ Base
      Salary ”),
      payable in installments in accordance with the Bank’s payroll policies in effect
      from time to time during the term of this Agreement.




b.  In
      addition to the Base Salary, the Executive shall receive a discretionary
      employee bonus targeted at up to forty percent (40%) of the Base Salary if
      all bonus targets are met in full; provided , however ,
      that
      the Compensation Committee of the Board of Directors of the Bank (the
“ Compensation
      Committee ”)
      shall
      have the sole discretion to determine the discretionary bonus formula and when
      bonuses will be paid thereunder.




c.  (i)  The
      Company shall grant to the Executive, on the Effective Date, a number of stock
      options exercisable within eight (8) years from the date of the grant of such
      options. Such options will enable the Executive to purchase seventy-five
      thousand (75,000) shares of Company common stock (“ Company
      Stock ”).
      The
      exercise price for such stock options shall be equal to the fair market value
      of
      the Company Stock on the date of such grant. Such options will vest ratably
      over
      a period of four (4) years and the terms of the stock option plan under which
      such options are granted shall control in the event of any conflict with the
      terms of this Agreement.




(ii)  The
      Company shall issue to the Executive, on the Effective Date twenty-five thousand
      (25,000) shares of Company Stock pursuant to the terms of a Restricted Stock
      Agreement substantially in the form attached hereto as Exhibit
      A .
      Such
      agreement shall provide that such shares shall vest one-third (1⁄3) on each of the
      first three years’ anniversaries from the date of grant and the terms of the
      incentive plan under which such shares are issued shall control in the event
      of
      any conflict with the terms of this Agreement.




d.  In
      addition to the compensation provided in this section, during the Term of this
      Agreement, the Executive shall be entitled to participate in all fringe benefit
      programs and plans established by the Bank for its employees, including medical
      insurance, life insurance, pension and retirement programs, vacation pay,
      company-paid holidays, and other similar benefits, if any. Subject to the
      provisions of Section
      3(e) below,
      the Bank reserves the right to modify, amend, or eliminate any of the
      Executive’s benefits without his prior approval, as long as all
      similarly-situated employees are treated similarly. The Executive’s entitlement
      to participate in fringe benefit programs and plans established by the Bank
      shall be governed by terms and conditions set forth in such plans.




e.  During
      the Term of this Agreement, the Bank shall (1) pay for a term life insurance
      policy on the life of the Executive with a death benefit payable to Executive’s
      designee of up to $1,000,000, (2) pay for club dues and membership costs of
      the
      Executive that the Bank was paying for on the date of the execution of the
      Merger Agreement, up to a maximum amount of $10,000 per year, (3) pay for kidnap
      insurance for the Executive in the amount of $500,000, and (4) provide for
      the
      ability of the executive to purchase first class air tickets on business trips
      of the Executive to Mexico if upgrades to first class are not available for
      any
      particular business trip.




2




f.  Both
      the
      Bank and the Executive acknowledge that such compensation and the other
      covenants and agreements of the Bank contained herein are fair and adequate
      compensation for the Executive’s services, and for the mutual promises described
      below.




4.  The
      Bank
      and the Executive acknowledge that, during the Term of this Agreement, the
      Executive’s compensation will be subject to an annual review and annual
      increase, consistent with safe and sound banking practices, and in the
      discretion of the Compensation Committee.




5.  The
      Executive acknowledges and agrees that any employee benefits provided to the
      Executive by the Bank incident to the Executive’s employment are governed by the
      applicable plan documents, summary plan descriptions or employment policies,
      and
      may be modified, suspended or revoked at any time, in accordance with the terms
      and provisions of the applicable documents.




**RESPONSIBILITIES**





6.  The
      Executive acknowledges and agrees that he shall be employed as President of
      the
      San Antonio Division of the Bank and as an Executive Vice President of the
      Bank.
      The Executive covenants and agrees that he will faithfully devote his best
      efforts and his full-time focus to his positions with the Bank, except that
      the
      Executive may serve on up to three (3) civic or charitable boards.




7.  a.  During
      the Term of this Agreement, the Executive shall serve as President of the San
      Antonio Division of the Bank. During the Term of this Agreement, subject to
      the
      supervision and control of the Board of Directors of the Bank, the Executive
      shall perform the duties and have the powers and authority which are consistent
      with and generally of the nature of the duties and the authority ordinarily
      and
      customarily delegated and granted to an employee in a similar position, and
      the
      Executive shall perform such other duties and have such other powers and
      authority as may be prescribed by the Board of Directors of the Bank from time
      to time. Any such other duties, powers and authority shall be consistent with
      the Executive’s position and shall not violate any federal, state or local laws
      or regulations. The Executive shall comply with all policies adopted from time
      to time by the Bank.




b.  Notwithstanding
      the provisions of Section 7(a) above,
      but subject to the provisions of Section
      13 ,
      the
      duties and responsibilities of the Executive may be changed or modified from
      time to time by the Bank at the Bank’s sole discretion. Upon changes or
      modifications to the Executive ’ s
      duties
      and responsibilities, the Executive’s employment with the Bank shall continue to
      be governed by the terms of this Agreement.




8.  The
      Executive acknowledges and agrees that, during the Term of this Agreement,
      he
      has a fiduciary duty of loyalty to the Bank, and that he will not knowingly
      engage in any activity during the Term of this Agreement which will or could,
      in
      any material way, harm the business, business interests, or reputation of the
      Bank.




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**NONINTERFERENCE**





9.  a.  The
      Executive acknowledges and agrees that he will not, at any time during the
      Term
      of this Agreement and (i) for the periods set out on Exhibit B attached
      hereto following the termination of this Agreement by the Bank for Good Cause
      or
      Executive’s termination of this Agreement for any reason other than for
      Constructive Termination, and (ii) for the one (1) year period following
      the termination of this Agreement by the Bank for any reason other than for
      Good
      Cause or the termination of this Agreement by the Executive as a result of
      a
      Constructive Termination (the periods set out in clauses
      (i) and (ii) above
      being referred to as the “ US
      Restrictive Period ”),
      directly or indirectly, engage in competition with the Bank within the
      geographic boundaries of Bexar County and the counties contiguous with it,
      and
      the Executive will not on his own behalf, or as another’s agent, employee,
      partner, shareholder or otherwise, engage, within the geographic boundaries
      of
      Bexar County and the counties contiguous with it, in any of the same or similar
      duties and/or responsibilities required by the Executive’s positions with the
      Bank, other than as an employee of the Bank pursuant to this Agreement, or
      as
      specifically approved by the Board of Directors of the Bank.




b.  (i)
      The
      Executive acknowledges and agrees that he will not, at any time during the
      Term
      of this Agreement and for the first (1 st )
      year
      following the termination of this Agreement by the Bank or the Executive for
      any
      reason, directly or indirectly, engage in competition with the Bank within
      the
      geographic boundaries of the United Mexican States, on his own behalf, or as
      another’s agent, employee, partner, shareholder or otherwise, including, without
      limitation, by soliciting or attempting to solicit customers of the Bank or
      any
      of their affiliates, or soliciting or attempting to solicit persons or entities
      (or any of their affiliates) that are not customers of the Bank, but that have
      been customers of the Bank or that are prospective customers of the Bank, or
      engage in any of the same or similar duties and/or responsibilities required
      by
      the Executive’s positions with the Bank, other than as an employee of the Bank
      pursuant to this Agreement, or as specifically approved by the Board of
      Directors of the Bank.




(ii)  The
      Executive acknowledges and agrees that he will not, at any time during the
      Term
      of this Agreement and for the second (2 nd )
      and
      third (3 rd )
      years
      (each of the periods in clauses
      (i) ,
      and (ii) ,
      together with the US Restrictive Period, collectively referred to as the
“ Restrictive
      Period ”)
      following the termination of this Agreement by the Bank for Good Cause or the
      Executive’s termination of this Agreement for any reason other than Constructive
      termination, directly or indirectly, (x) within a fifty (50) mile radius of
      those cities within the United Mexican States where the Bank has customers,
      or
      has previously had customers, engage in competition with the Bank, and, on
      his
      own behalf, or as another’s agent, employee, partner, shareholder or otherwise,
      engage in any of the same or similar duties and/or responsibilities required
      by
      the Executive’s positions with the Bank, other than as an employee of the Bank
      pursuant to this Agreement, or as specifically approved by the Board of
      Directors of the Bank, or (y) within the geographic boundaries of the United
      Mexican States, solicit or attempt to solicit customers of the Bank or any
      of
      their affiliates, or solicit or attempt to solicit persons or entities (or
      any
      of their affiliates) that are not customers of the Bank, but that have been
      customers of the Bank or that were, as of the date of the termination of this
      Agreement, prospective customers of the Bank previously solicited by the
      Executive or that the Executive was aware of (based upon written records) have
      been previously solicited by the Bank; provided, however, that sub-clause
      (x) of this clause
      (ii) shall
      not apply in the third (3 rd )
      year,
      if any, of the Restrictive Period. The parties acknowledge and agree that the
      enumeration of the items in clause
      (y) of this
      Section is not intended to imply that such activities are not competitive with
      the Bank for purposes of clause
      (x) of this
      Section, but are enumerated for the convenience of the parties.




4




c.  The
      Executive also covenants and agrees that during the Restrictive Period, the
      Executive shall not: (i) recruit, hire, or attempt to recruit or hire,
      directly or by assisting others, any other employees or independent
      representatives of the Bank (for purposes of this covenant, “other employees”
shall refer to employees who are still actively employed by, or doing business
      with, the Bank at the time of the attempted recruiting or hiring), nor shall
      the
      Executive contact or communicate with any other employees or independent
      representatives of the Bank for the purpose of inducing other employees or
      independent representatives to terminate their employment or relationship with
      the Bank; or (ii) solicit, directly or by assisting others, the banking
      business of any customers of the Bank as of the date of such termination. Notwithstanding
      the preceding, with respect to independent representatives who conduct business
      in Mexico, the Executive shall continue to be entitled to communicate and
      conduct business with such independent representatives after the first
      (1 st )
      year
      following the termination of this Agreement , provided
      that such communication or business complies with the Restrictions set
      forth in clause
      (b)(ii) of this
      Section.





d.  The
      Executive acknowledges and agrees that in exchange for the execution of the
      noninterference agreement set forth above, the Executive will receive
      substantial, valuable consideration including: (i) confidential trade
      secret and proprietary information relating to the Bank, including, without
      limitation, information relating to the identity and special needs of the Bank’s
      current and prospective customers, the Bank’s current and prospective services,
      the Bank’s business projections and market studies, the Bank’s business plans
      and strategies, the Bank’s studies and information concerning special services
      unique to the Bank (the “ Confidential
      Information ”);
      (ii) employment; and (iii) compensation and benefits as described in
      this Agreement. The Executive acknowledges and agrees that this constitutes
      fair
      and adequate consideration for the execution of the noninterference agreement
      set forth above.





**REMEDIES**





10.  In
      the
      event that the Executive violates any of the provisions set forth in this
      Agreement relating to *NONINTERFERENCE* ,
      the
      Executive acknowledges and agrees that the Bank may suffer immediate and
      irreparable harm. Consequently, the Executive acknowledges and agrees that
      the
      Bank shall be entitled to immediate injunctive relief, either by temporary
      or
      permanent injunction and without the necessity of posting a bond or proving
      actual damages, to prevent such a violation.




**TERMINATION**





11.  The
      Executive acknowledges and agrees that the Board of Directors of the Bank
      reserves the right to terminate this Agreement, for any reason, by providing
      the
      Executive with written notice of the termination, delivered in person, or by
      certified U.S. mail to the Executive’s last known address reflected in the
      Bank’s personnel records. Such notice shall be effective upon personal delivery
      or three (3) days after mailing by certified mail. However, if the
      Agreement is terminated at the Bank’s insistence without Good Cause (as defined
      in this Agreement), the Bank covenants and agrees to provide the Executive
      with
      the *SEVERANCE* set
      forth
      in Section 17 of this
      Agreement.




5




12.  The
      Executive acknowledges and agrees that the Bank may terminate this Agreement
      at
      any time, without notice, for “ Good
      Cause ,”
which
      is defined as the following:




a.  conviction
      of, or a plea of *nolo
      contendere,* by the
      Executive to a felony or to fraud, embezzlement or misappropriation of funds;




b.  the
      commission by the Executive of a fraudulent act or insider abuse with regard
      to
      the Bank;




c.  a
      knowing
      omission, breach of trust or fiduciary duty by the Executive;




d.  substantial
      and direct responsibility by the Executive for the insolvency of, the
      appointment of a conservator or receiver for, or the troubled condition, as
      defined by applicable regulations of the appropriate federal banking agency,
      of
      the Bank;




e.  a
      material violation by the Executive of any applicable federal banking law or
      regulation that has had a material adverse effect on the Bank;




f.  the
      Executive’s intentional violation or conspiracy to violate section 215,
      656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States
      Code, or section 1341 or 1343 of such title affecting a federally insured
      financial institution as defined in title 18 of the United States
      Code;




g.  the
      willful failure by the Executive to adhere to the Bank’s written policies, which
      causes a material monetary injury or other material harm to the
      Bank;




h.  the
      willful failure by the Executive to substantially perform material stated duties
      of the position with the Bank;




i.  the
      removal or suspension from the performance of duties of the Executive by any
      bank regulatory authority;




j.  appointment
      of a conservator or receiver for the Bank by applicable bank regulatory
      authorities as a result of the Executive’s misconduct;




k.  the
      declaration by federal bank regulators that the Bank is in a “troubled
      condition” as a result of the Executive’s misconduct, and while the Bank is in
      such a “troubled condition” as a result of the Executive’s misconduct, the Bank
      engages in a Change in Control transaction; or




l.  the
      receipt by the Bank of a formal written administrative action or cease and
      desist order issued by a federal bank regulator, which formal action or order
      resulted from the Executive’s misconduct.




6


Notwithstanding
      the foregoing, the Executive shall not be deemed to have been terminated by
      reason of violating Section 12(b) , (c) , (e) , (g) ,
      or (h) until
      the Executive is notified in writing by the Bank (or its successor entity)
      of a
      determination by the Bank of a violation of Section 12(b) , (c) , (e) , (g) ,
      or (h) ,
      specifying the particulars thereof in reasonably sufficient detail, and giving
      the Executive a reasonable opportunity (of not less than thirty (30) days),
      together with counsel, to explain to the Bank why there has been no violation
      of Section 12(b) , (c) , (e) , (g) ,
      or (h) ,
      followed by a finding by the Bank, to be detailed in writing within a Notice
      of
      Termination, (1) that in the good faith opinion of the Bank (or its
      successor entity) the Executive has committed an act described in Section 12(b) , (c) , (e) , (g) ,
      or (h) above,
      (2) specifying the particulars thereof in detail, and (3) determining
      in good faith that such violation has not been corrected, or is not capable
      of
      correction. Nothing herein shall limit the Executive’s right to contest the
      validity or propriety of any such determination.





13.  The
      Bank
      acknowledges and agrees that the Executive reserves the right to terminate
      this
      Agreement at any time, for any reason, with or without cause, by providing
      thirty (30) days written notice, by personal delivery or certified United
      States mail, to the Bank at its principal business address of the Executive’s
      intention to terminate this Agreement. Such notice shall be effective upon
      personal delivery or three (3) days after mailing by certified mail. In the
      event that the Executive does so because of a Constructive Termination (as
      defined in this Agreement), the Bank covenants and agrees to provide the
      Executive with the *SEVERANCE* set
      forth below in this Agreement.




“ Constructive
      Termination ”
shall
      mean the Bank, without the prior written consent of the Executive:




a.  materially
      and adversely changes the Executive’s duties, responsibilities and status with
      the Bank, or materially and adversely changes the Executives’ reporting
      responsibilities, titles or offices, or removes the Executive from or fails
      to
      re-elect the Executive to, any of such positions, except in connection with
      the
      Executives’ termination for “Good Cause” or disability, or as a result of the
      Executive’s death;




b.  reduces
      the Executive’s base compensation benefits as in effect on the Effective Date or
      as the same may be increased from time to time, other than as part of a
      reduction applicable generally to all or substantially all of the Bank’s
      executive employees, or when base compensation benefits are replaced by other
      compensation or benefits of equal or greater value; or




c.  acts,
      or
      fails to act, in a manner that adversely affects the Executive’s participation
      in, or materially reduces, in the aggregate, the Executive’s benefits under,
      employee benefit and compensation plans, other than as part of a reduction
      applicable generally to all or substantially all of the Bank’s executive
      employees, or when the Executive’s benefits and/or base compensation benefits
      are replaced by base compensation benefits of equal or greater
      value.




Notwithstanding
      the foregoing, the Executive shall not be deemed to have incurred a
“constructive termination” of employment unless the Executive first shall have
      notified the Board in writing that the Executive has incurred a “constructive
      termination” of employment, specifying the particulars thereof in reasonably
      sufficient detail, and giving the Bank a reasonable opportunity (of not less
      than thirty (30) days), together with its counsel, to explain to the
      Executive that the Executive has not incurred a “constructive termination” of
      employment, such finding to be detailed to the Executive in writing, or to
      cure
      such constructive termination.


7




14.  The
      Executive acknowledges and agrees that in the event of the Executive’s death,
      this Agreement will terminate immediately, without notice, on the date of the
      Executive’s death. The Executive acknowledges and agrees that, in the event of
      his death, the Bank will pay to the Executive’s estate all compensation due and
      owing through the date of the Executive’s death.




15.  The
      Executive acknowledges and agrees that this Agreement will terminate
      immediately, without notice, in the event the Executive becomes physically
      or
      mentally disabled, as defined by 29 C.F.R. § 1630.2(g)(1), and cannot
      perform the essential functions of his position, with or without reasonable
      accommodation for the period designated by the Executive’s disability insurance
      after which disability payments will begin.




16.  The
      Executive acknowledges and agrees that in the event of termination of this
      Agreement, for whatever reason, whether at the insistence of the Executive
      or at
      the insistence of the Bank, the Executive will return to the Bank within two
      (2)
      business days of the time when notice of termination is communicated by either
      party, any and all equipment, literature, documents, data, information, order
      forms, memoranda, correspondence, customer and prospective customer lists,
      customer’s orders, records, cards or notes acquired, compiled or coming into the
      Executive’s knowledge, possession or control in connection with his activities
      as an employee of the Bank, as well as all machines, parts, equipment or other
      materials received from the Bank or from any of its customers, agents or
      suppliers, in connection with such activities.




**SEVERANCE**





17.  The
      Executive and the Bank acknowledge and agree that, if the Bank elects to
      terminate this Agreement at any time prior to the Expiration Date for any reason
      other than “Good Cause,” as defined in this Agreement or the Executive
      terminates this Agreement because of a Constructive Termination, the Executive
      shall be entitled to severance pay. Such severance pay shall be equal to
      $181,000, or the equivalent of the Executive’s then current annual salary,
      whichever is greater, less statutory payroll deductions, payable over a
      twelve (12) month period in accordance with the Bank’s ordinary payroll
      policies and procedures, beginning on the date that the notice of termination
      becomes effective (the “ Termination
      Date ”).
      In
      addition, the Executive shall be entitled to participate in the medical
      insurance benefits of the Bank, effective on the Termination Date, for a period
      of twelve (12) months beginning on the Termination Date. The Executive’s
      entitlement to any severance pay under this Agreement is strictly contingent
      on the Executive complying with the terms of the restrictive covenants set
      out
      in Section 9 and Section
      28 of this
      Agreement, and any material breach by the Executive of the terms of the
      restrictive covenants set out in Section 9 or Section
      28 shall
      allow the Bank to immediately cease payment of any installments of such
      severance pay not yet paid at the time of the breach, and Bank shall have no
      further obligations to the Executive. This remedy is in addition to others
      available to the Bank under law or as provided in this Agreement for any breach
      of the restrictive covenants contained herein. Any termination of severance
      pay
      pursuant to the above provisions shall not be interpreted to limit or alter
      the
      scope or duration of the Executive’s obligations pursuant to Section 9 .




8




**SEVERABILITY**





18.  The
      Executive acknowledges and agrees that each covenant and/or provision of this
      Agreement shall be enforceable independently of every other covenant and/or
      provision. Furthermore, the Executive acknowledges and agrees that, in the
      event
      any covenant and/or provision of this Agreement is determined to be
      unenforceable for any reason, the remaining covenants and/or provisions will
      remain effective, binding and enforceable.




**WAIVER**





19.  The
      parties acknowledge and agree that the failure of either to enforce any
      provision of this Agreement shall not constitute a waiver of that particular
      provision, or of any other provisions of this Agreement.




**SUCCESSORS
      AND ASSIGNS**





20.  The
      Executive acknowledges and agrees that this Agreement may be assigned by the
      Bank to any successor-in-interest and shall inure to the benefit of, and be
      fully enforceable by, any successor and/or assignee; and this Agreement will
      be
      fully binding upon, and may be enforced by the Executive against, any successor
      and/or assignee of the Bank.




21.  The
      Executive acknowledges and agrees that his obligations, duties and
      responsibilities under this Agreement are personal and shall not be assignable,
      and that this Agreement shall be enforceable by the Executive only. In the
      event
      of the Executive’s death, this Agreement shall be enforceable by the Executive’s
      estate, executors and/or legal representatives, only to the extent provided
      herein.




**CHOICE
      OF LAW**





22.  Both
      parties acknowledge and agree that the law of Texas will govern the validity,
      interpretation and effect of this Agreement, and any other dispute relating
      to,
      or arising out of, the employment relationship between the Bank and the
      Executive.




**MODIFICATION**





23.  Both
      parties acknowledge and agree that this Agreement and the stock option plan
      and
      stock grants set forth in Section 3(c) of this
      Agreement constitute the complete and entire agreement between the parties;
      that
      the parties have executed this Agreement based upon the express terms and
      provisions set forth herein; that the parties have not relied on any
      representations, oral or written, which are not set forth in this Agreement;
      that no previous agreement, either oral or written, shall have any effect on
      the
      terms or provisions of this Agreement; and that all previous agreements, either
      oral or written, are expressly superseded and revoked by this
      Agreement.




9




24.  Both
      parties acknowledge and agree that the covenants and/or provisions of this
      Agreement may not be modified by any subsequent agreement unless the modifying
      agreement; (a) is in writing; (b) contains an express provision
      referencing this Agreement; (c) is signed by the Executive; and (d) is
      approved by a majority of the Board of Directors of the Bank.




**INDEMNIFICATION**





25.  During
      the Term of this Agreement, the Bank shall indemnify the Executive against
      all
      judgments, penalties, fines, amounts paid in settlement and reasonable expenses
      (including, but not limited to, attorneys’ fees) relating to his employment by
      the Bank to the fullest extent permissible under the Bank’s Articles of
      Incorporation, and may purchase such indemnification insurance as the Board
      of
      Directors may from time to time determine.




**LEGAL
      CONSULTATION**





26.  The
      Executive and the Bank acknowledge and agree that both parties have been
      accorded a reasonable opportunity to review this Agreement with legal counsel
      prior to executing the agreement.




**NOTICES**





27.  Any
      and
      all notices of documents or other notices required to be delivered under the
      terms of this Agreement shall be addressed to each party as
      follows:




**EXECUTIVE:**





Steven
      J.
      Pritchard


686
      Military Drive West


San
      Antonio, Texas 78227





**BANK:**





Intercontinental
      National Bank


686
      Military Drive West


San
      Antonio, Texas 78227





**CONFIDENTIALITY**





28.  The
      Executive acknowledges that he will have access, during the course of service
      to
      the Bank, to Confidential Information and products of the Bank. The Executive
      acknowledges that all Confidential Information provided to the Executive is
      provided in confidence and trust and that the Bank’s maintenance of the
      confidentiality of its proprietary Confidential Information to the fullest
      extent possible is extremely important. The Executive agrees not to use,
      disclose, disseminate or otherwise make available to any third party, either
      directly or indirectly, any Confidential Information at any time or in any
      manner, except as expressly authorized in writing by the Bank. The Executive
      agrees to take all reasonable precautions to prevent inadvertent or other
      disclosure, use or transfer of any of the Confidential Information. The
      provisions of this Section
      28 shall
      survive the termination of this Agreement.




10


**THIRD
      PARTY BENEFICIARY**




29.  Coastal
      is intended to be a third party beneficiary of this Agreement. This Agreement
      will not be terminated or amended, or any provision hereof waived, without
      the
      express written consent of Coastal.




11





EXECUTED
      ON THIS 5th day of April, 2006, in San Antonio, Texas.


**EXECUTIVE**:/s/
                  Steven J. PritchardWITNESS
              
              
              Steven
                  J. Pritchard
  **BANK**:
                  
                  INTERCONTINENTAL
                    NATIONAL BANKBy:
                /s/
                    James E. DawsonWITNESS
                
                Name:James
                    E. Dawson
                  Title:Secretary
 
 **COMPANY:**
                  
                  INTERCONTINENTAL
                    BANK SHARES CORPORATIONBy:
                /s/
                    James E. DawsonWITNESS
                
                Name:James
                    E. Dawson
                  Title:Secretary


**[Signature
      Page to Steven J. Pritchard Employment Agreement]**





**EXHIBIT
      A**




**Restricted
      Stock Agreement**





This **RESTRICTED
      STOCK AGREEMENT** (“ Agreement ”),
      is by
      and between Steven J. Pritchard residing
      at ______________, _______ (the
      “ Recipient ”),
      and
      Coastal Bancshares Acquisition Corp., a Delaware corporation (the “ Company ”),
      which
      parties, for good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, agree as follows:




1.  Introduction .
      The
      Recipient is an employee of the Company, and the Company and the Recipient
      have
      entered into an employment agreement (the “ Employment
      Agreement ”)
      which
      sets forth the terms and conditions of the employment relationship between
      the
      Company and the Employee. The Company has determined to issue shares of its
      common stock, par value $.01 per share (the “ Common
      Stock ”),
      to
      certain of its key employees, including the Recipient, in order to aid in
      securing and retaining the employment of such employees, and to provide
      additional incentive to such employees to exert their best efforts on behalf
      of
      the Company. Capitalized terms not otherwise defined herein shall be defined
      as
      set forth in the Employment Agreement.




2.  Grant
      of Stock .
      In
      accordance with and subject to the terms, conditions, and restrictions contained
      in this Agreement, the Company hereby grants to the Recipient 25,000 shares
      (the
“ Shares ”)
      of the
      Common Stock, effective as of ______________ (the “ Date
      of Grant ”).
      As
      long as the Shares are subject to the Restrictions (as such term is defined
      in Section
      5 of this
      Agreement), the Shares shall be deemed to be, and are referred to in this
      Agreement as “ Restricted
      Shares .”




3.  Certificates
      for Shares .
      Certificates evidencing Restricted Shares shall be deposited with the Company
      to
      be held in escrow until such Shares are released from the Restrictions
      (“ Non-Restricted
      Shares ”)
      or are
      forfeited in accordance with this Agreement. The Recipient shall, simultaneously
      with the execution and delivery of this Agreement, deliver to the Company a
      stock power, in blank, executed by the Recipient. Upon any Restricted Shares
      becoming Non-Restricted Shares, the Company shall issue and deliver to the
      Recipient a stock certificate or certificates evidencing the Non-Restricted
      Shares, and shall reissue a stock certificate or certificates evidencing any
      remaining Restricted Shares to be held in escrow in accordance with the terms
      of
      this Agreement. If any Restricted Shares are forfeited, the certificate or
      certificates evidencing any such Restricted Shares shall be cancelled and the
      Shares represented thereby shall be returned to the Company’s
      treasury.




4.  Adjustments
      in Restricted Shares .
      In the
      event of any change in the outstanding Common Stock by reason of a stock
      dividend or distribution, recapitalization, merger, consolidation, split-up,
      combination, exchange of shares or the like, the Company shall make equitable
      adjustments in the Shares corresponding to adjustments made by the Company
      in
      the number and class of shares of Common Stock. Any new, additional, or
      different securities to which the Recipient shall be entitled in respect of
      Restricted Shares by reason of such adjustment shall be deemed to be Restricted
      Shares and shall be subject to the same terms, conditions, and restrictions
      as
      the Restricted Shares so adjusted.







5.  Restrictions .
      During
      applicable periods of restriction determined in accordance with Section
      6 of this
      Agreement, Restricted Shares and all rights with respect to such Shares, may
      not
      be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise
      encumbered or disposed of and shall be subject to the risk of forfeiture
      contained in Section
      6 of this
      Agreement (such limitations on transferability and risk of forfeiture being
      herein referred to as “ Restrictions ”),
      but
      the Recipient shall have all other rights of a stockholder, including, but
      not
      limited to, the right to vote and receive dividends on Restricted
      Shares.




6.  Forfeiture
      of Restricted Shares .
      In the
      event that the Recipient’s employment with the Company terminates for Good Cause
      or as a result of the termination by the Recipient for any reason other than
      a
      Constructive Termination, such event shall constitute an “ Event
      of Forfeiture ”
and
      all
      Shares which at that time are Restricted Shares shall thereupon be forfeited
      by
      the Recipient to the Company without payment of any consideration by the
      Company, and neither the Recipient nor any successor, heir, assign, or personal
      representative of the Recipient shall have any right, title, or interest in
      or
      to such Restricted Shares or the certificates evidencing them.




7.  Lapse
      of Restrictions .
      The
      Restrictions on the Restricted Shares granted under this Agreement shall lapse
      ratably in accordance with the following schedule: (1) thirty-three and
      one-third percent (33-1/3%) upon the twelve-month anniversary of the Date of
      Grant; (2) thirty-three and one-third percent (33-1/3%) upon the
      twenty-four-month anniversary of the Date of Grant; and (3) thirty-three and
      one-third percent (33-1/3%) upon the thirty-six-month anniversary of the Date
      of
      Grant. In the event of a Change of Control the Restrictions shall lapse on
      all
      of the Restricted Shares (if not already lapsed pursuant to the preceding
      sentence).




8.  Withholding
      Requirements .
      Whenever Restrictions lapse with respect to Restricted Shares, the Company
      shall
      have the right to withhold from sums due to the Recipient (or to require the
      Recipient to remit to the Company) an amount sufficient to satisfy any Federal,
      state or local withholding tax requirements prior to delivering any certificate
      evidencing such Shares.




9.  Change
      in Control .
      Notwithstanding any other provision of this Agreement, upon any Change in
      Control, as defined below, the Restrictions with respect to any Restricted
      Shares shall lapse and such Restricted Shares shall become Non-Restricted Shares
      upon the effective date of the Change of Control. For purposes of this
      Agreement, a “ Change
      in Control ”
of
      the
      Company shall be deemed to have occurred if: (a) any person, as such term is
      used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
      as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under
      such Act) of fifty percent (50%) or more of the Company’s outstanding Common
      Stock; or (b) the Company is merged, consolidated, or reorganized into or with,
      or sells all or substantially all of its assets to, another corporation or
      other
      entity, and immediately after such transaction less than fifty percent (50%)
      of
      the voting power of the then-outstanding securities of such corporation or
      other
      entity immediately after such transaction is held in the aggregate by holders
      of
      the Company’s Common Stock immediately before such transaction.




2


10.  Effect
      of Employment .
      Nothing
      contained in this Agreement shall confer upon the Recipient the right to
      continue in the employment of the Company or affect any right that the Company
      may have to terminate the employment of the Recipient.




11.  Notices .
      All
      notices and other communications under this Agreement shall be in writing.
      Notices shall be hand delivered or sent by United States mail, postage prepaid,
      certified or registered mail, return receipt requested, or by internationally
      recognized courier service. Any notice so delivered or sent shall be deemed
      given on the date of the receipt or first attempted delivery. Notices shall
      be
      sent to the following addresses:




To
                the Company:
            Coastal
                Bancshares Acquisition Corp.9821
                Katy FrewayHouston,
                Texas 77024Attn:
                Chief Executive Officercc:
            Jenkens
                & Gilchrist, P.C.1445
                Ross Avenue, Suite 3700Dallas,
                Texas 75202Attn:
                Gregory J. Schmitt, Esq.To
                the Recipient:
            686
                Military Drive WestSan
                Antonio, Texas 78227








Either
      party may designate a different address by giving the new address to the other
      party.




12.  Severability .
      Each
      provision of this Agreement shall be interpreted in such a manner so as to
      be
      valid under applicable law. If any provision of this Agreement shall be invalid
      under applicable law, such provision shall be ineffective to the extent of
      such
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement.




13.  Entire
      Agreement .
      The
      parties acknowledge that there are no written or oral agreements between the
      Recipient and the Company regarding the subject matter hereof other than this
      Agreement. This Agreement may not be amended or supplemented except by written
      instrument executed by the parties.




14.  Assignment .
      This
      Agreement may not be assigned by the Recipient. This Agreement may not be
      assigned by the Company without the prior written consent of the
      Recipient.




15.  Construction .
      The
      headings in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. Whenever required
      by
      the context any gender shall include any other gender, the singular shall
      include the plural, and the plural shall include the singular.




16.  Choice
      of Law .
      This
      Agreement shall be governed by the laws of the State of Delaware, without
      reference to the choice of law principles thereunder.




3


17.  Conditions
      upon Issuance .
      The
      Shares that have been awarded to the Recipient are not registered under the
      Securities Act of 1933, as amended. Therefore, as a condition of such award,
      the
      Recipient makes the following representations to the Company: (a) that any
      shares of Common Stock acquired by the Recipient pursuant to this Agreement
      will
      not be sold except pursuant to an effective registration statement under the
      Securities Act of 1933, as amended, or pursuant to an exemption from
      registration under such Act, and (b) that the Recipient has acquired such shares
      of Common Stock for the Recipient’s own account and not with a view to the
      distribution thereof.




18.  Waiver .
      Any
      waiver of any provision of this Agreement shall be effective only if in writing,
      and no waiver of any provision of this Agreement shall constitute a waiver
      of
      any other provision of this Agreement, nor shall such waiver constitute a waiver
      of any subsequent breach of such provision.




19.  Plan .
      This
      Agreement, and the Shares issued pursuant hereto, are governed by the terms
      and
      conditions of the Company's Stock Incentive Plan **[Note:
      The actual name of the plan will be filled in upon approval by the Company's
      Board of Directors]** (the
      " Plan ")
      and
      the terms of the Plan shall control in the event of any conflict with the terms
      of this Agreement.




Executed
      as of _______________, 2006.




*****  ***** ***** ***** *****


4


Coastal
      Bancshares Acquisition Corp.


By:Name:Title:Signed:








**EXHIBIT
      B**





**Restrictive
      Periods**





**If
      the Employment Agreement terminated by the Bank for Good Cause or by the
      Executive for any reason other than Constructive Termination during the period
      ended:**






(1)
            on
                or prior to the one (1) year anniversary of the Effective
                Date;





(2)
            subsequent
                to the one (1) year anniversary of the Effective Date but on or prior
                to
                the two (2) year anniversary of the Effective
                Date;





(3)
            subsequent
                to the two (2) year anniversary of the Effective Date but on or prior
                to
                the three (3) year anniversary of the Effective Date;
                and





(4)
            subsequent
                to the three (3) year anniversary of the Effective
                Date.




**Then
      the Restrictive Period is:**





(1)
            three
                (3) years from the date of
                termination;





(2)
            two
                and one-half (21⁄2) years from the date of
                termination;





(3)
            two
                (2) years from the date of termination;
                and





(4)
            one
                (1) year from the date of
                termination.