**EMPLOYMENT
      AGREEMENT**




This **EMPLOYMENT
      AGREEMENT** (this
“ Agreement ”)
      is
      made and entered into as of this 5th day of April, 2006, by and among
      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 ”),
      Coastal Bancshares Acquisition Corp., a Delaware corporation (“ Coastal ”),
      and
      Richard E. Burciaga, a resident of Texas (the “ Executive ”).





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





**WHEREAS** ,
      Coastal, 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,
      Coastal, 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 Agreement (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.  Coastal,
      the Bank and the Executive each 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 $200,000 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 cash bonus targeted at up to forty-five percent (45%) 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.  The
      Executive shall receive a fee of $25,000, payable at, and subject to, the
      closing (“ Closing ”)
      of the
      Merger, for consulting services rendered prior to the Closing.




d.  (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 one hundred fifty
      thousand (150,000) 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 fifty-five thousand
      (55,000) 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.




e.  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(f) 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.




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.




2




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
      Coastal and President and Chief Executive Officer 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 Coastal and the Bank, except that the
      Executive may serve on up to two (2) civic or charitable boards and one (1)
      board outside of Coastal and its subsidiaries.




7.  a. During
      the Term of this Agreement, the Executive shall serve as President of Coastal
      and President and Chief Executive Officer of the Bank. During the Term of this
      Agreement, subject to the supervision and control of the Board of Directors
      of
      Coastal and the Bank, as appropriate, 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 Coastal or the Bank, as appropriate, 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 Coastal or the Bank, as appropriate.




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 Coastal or the Bank at the sole discretion of Coastal or the
      Bank, in each case as appropriate. Upon changes or modifications to the
      Executive ’ s
      duties
      and responsibilities, the Executive’s employment with Coastal and the Bank shall
      continue to be governed by the terms of this Agreement.




c.  The
      Executive agrees to participate in business planning prior to the Closing and
      a
      pre-closing road show, as well as other reasonable activities related to
      preparing for Closing.




8.  The
      Executive acknowledges and agrees that, during the Term of this Agreement,
      he
      has a fiduciary duty of loyalty to each of Coastal and 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 either Coastal or the Bank.




3




**NONINTERFERENCE**





9.  a. The
      Executive acknowledges and agrees that he will not, at any time during the
      Term
      of this Agreement and for the one (1) year period following the termination
      of this Agreement by Coastal, the Bank or the Executive for any reason (the
      “ Restrictive
      Period ”),
      directly or indirectly, engage in competition with the Bank within the
      geographic boundaries of Bexar County, Travis County, the counties contiguous
      with them, and the United Mexican States 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, Travis County, the
      counties contiguous with them, and the United Mexican States in any of the
      same
      or similar duties and/or responsibilities required by the Executive’s positions
      with Coastal or the Bank, other than as an employee of Coastal or the Bank
      pursuant to this Agreement, or as specifically approved by the Board of
      Directors of Coastal or the Bank. If this Agreement is terminated by Executive
      within six (6) months after the Closing, for any reason, this Section
      9 shall
      not apply (provided, however, that if the Executive shall have terminated this
      Agreement for Constructive Termination and not chosen to forego severance
      pursuant to the terms of Section
      17 ,
      the
      provisions of this Section
      9 shall
      apply).




b.  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 of Coastal or the Bank
      (for
      purposes of this covenant, “other employees” shall refer to employees who are
      still actively employed by, or doing business with, Coastal or the Bank at
      the
      time of the attempted recruiting or hiring), nor shall the Executive contact
      or
      communicate with any other employees of Coastal or the Bank for the purpose
      of
      inducing other employees to terminate their employment with Coastal or the
      Bank;
      or (ii) solicit, directly or by assisting others, the banking business of
      any customers of Coastal or the Bank as of the date of such
      termination.





c.  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 Coastal and the Bank, including,
      without limitation, information relating to the identity and special needs
      of
      Coastal’s and the Bank’s current and prospective customers, Coastal’s and the
      Bank’s current and prospective services, Coastal’s and the Bank’s business
      projections and market studies, Coastal’s and the Bank’s business plans and
      strategies, Coastal’s and the Bank’s studies and information concerning special
      services unique to Coastal or 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 each of Coastal and/or the Bank may
      suffer immediate and irreparable harm. Consequently, the Executive acknowledges
      and agrees that each of Coastal and 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.




4




**TERMINATION**





11.  The
      Executive acknowledges and agrees that the respective Boards of Directors of
      Coastal and the Bank reserve 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 either Coastal’s or
      the Bank’s insistence without Good Cause (as defined in this Agreement), each of
      Coastal and the Bank covenant and agree to provide the Executive with the *SEVERANCE* set
      forth
      in Section 17 of this
      Agreement.




12.  The
      Executive acknowledges and agrees that either Coastal or 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
      Coastal or 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
      Coastal or 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 Coastal or 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 Coastal’s or the Bank’s written
      policies, which causes a material monetary injury or other material harm to
      either Coastal or the Bank;




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




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




5




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




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




l.  the
      receipt by Coastal or 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.




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 either Coastal or the Bank (or their
      successor entities), as appropriate, of a determination by Coastal or 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 Coastal or the Bank, as appropriate, why
      there has been no violation of Section 12(b) , (c) , (e) , (g) ,
      or (h) ,
      followed by a finding by Coastal or the Bank, to be detailed in writing within
      a
      Notice of Termination, (1) that in the good faith opinion of Coastal or the
      Bank (or their successor entities), as appropriate, 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.  Each
      of
      Coastal and the Bank acknowledge and agree 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), each of Coastal and the Bank
      covenant and agree to provide the Executive with the *SEVERANCE* set
      forth below in this Agreement. In the event that a Change of Control (as defined
      below) of the Company occurs, the Executive shall have the right to terminate
      this Agreement within ninety (90) days subsequent to the Change of Control
      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. If the Executive
      terminates this Agreement pursuant to the terms of this Section
      13 ,
      then
      the provisions of Section
      9 and Section
      17 shall
      not apply. For purposes hereof, a “ Change
      of 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.




6




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




a.  materially
      and adversely changes the Executive’s duties, responsibilities and status with
      Coastal or the Bank, as applicable, 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; or




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 Coastal’s or 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 Coastal’s or 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 of Directors of Coastal or the Bank, as appropriate, in
      writing that the Executive has incurred a “constructive termination” of
      employment, specifying the particulars thereof in reasonably sufficient detail,
      and giving Coastal or the Bank, as appropriate, a reasonable opportunity (which
      shall not exceed 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.





14.  The
      Executive acknowledges and agrees that in the event of the Executive’s death,
      this Agreement, other than as set forth below, 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, Coastal and the Bank will pay to
      the
      Executive’s estate all compensation due and owing through the date of the
      Executive’s death. Coastal and the Bank agree that, in the event this Agreement
      is terminated as a result of the Executive’s death, Coastal and the Bank will
      continue to pay the Executive’s Base Salary for one (1) year subsequent to such
      termination to the Executive’s spouse, and in the event that the Executive does
      not have a spouse at the time of his death, to the personal representative
      of
      the Executive’s and the Executive’s healthcare benefits shall continue for a
      period of one (1) year subsequent to such termination, subject to the terms
      and
      conditions of the plans governing such healthcare benefits. In the event that
      the plans governing the Executive’s healthcare benefits do not allow for the
      Executive’s healthcare benefits to continue after his death, Coastal and the
      Bank shall provide to the Executive’s spouse and children healthcare benefits
      comparable to the healthcare benefits that the Executive had at the time of
      his
      death, at no cost. Coastal and the Bank may elect to pay the Base Salary in
      a
      lump sum.




7




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. Coastal and the Bank agree that,
      in
      the event this Agreement is terminated as a result of the Executive’s physical
      or mental disability, as defined by 29 C.F.R. § 1630.2(g)(1), Coastal and
      the Bank will continue to pay the Executive’s Base Salary for one (1) year
      subsequent to such termination and the Executive’s healthcare benefits shall
      continue for a period of one (1) year subsequent to such termination, subject
      to
      the terms and conditions of the plans governing such healthcare benefits. In
      the
      event that the plans governing the Executive’s healthcare benefits do not allow
      for the Executive’s healthcare benefits to continue after his disability,
      Coastal and the Bank shall provide healthcare benefits comparable to the
      healthcare benefits that the Executive had at the time of his disability, at
      no
      cost. Coastal and the Bank may elect to pay the Base Salary in a lump
      sum.




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 either Coastal or the Bank, the Executive will return to
      Coastal and the Bank, as appropriate, 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 Coastal or the Bank, as well as all machines, parts, equipment
      or
      other materials received from Coastal or 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 Coastal or the Bank elect
      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 ( provided , however ,
      that if
      this Agreement is terminated by the Executive within six (6) months after
      Closing, Executive may choose in writing to forego severance pay by giving
      written notice to such effect to Coastal in the Executive’s written notice
      terminating this Agreement, in which case the provisions of this Section
      17 shall
      not apply). Such severance pay shall be equal to the equivalent of the
      Executive’s then current annual salary, 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 Coastal and the Bank to immediately cease payment of any installments
      of
      such severance pay not yet paid at the time of the breach, and Coastal and
      the
      Bank shall have no further obligations to the Executive. This remedy is in
      addition to others available to Coastal and 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 Coastal
      or 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 Coastal or 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.  The
      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 Coastal, the Bank and
      the
      Executive.




9




**MODIFICATION**





23.  Both
      parties acknowledge and agree that this Agreement and the stock option plan
      and
      stock grants set forth in Section 3(d) 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.




24.  The
      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 each of the respective Boards of Directors of Coastal
      and the Bank.




**INDEMNIFICATION**





25.  During
      the Term of this Agreement, both Coastal and 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 Coastal and the Bank to the fullest extent
      permissible under Coastal’s or the Bank’s Articles of Incorporation, as
      appropriate, and may purchase such indemnification insurance as the respective
      Boards of Directors may from time to time determine.




**LEGAL
      CONSULTATION**





26.  The
      Executive, Coastal and the Bank acknowledge and agree that each party has 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:**





Richard
      E. Burciaga


9801
      Stonelake Blvd.


Apt.
      437


Austin,
      TX 78759


10




**BANK:**





Intercontinental
      National Bank


686
      Military Drive West


San
      Antonio, TX 78227


Attn:
      Cary M. Grossman





**WITH
      A COPY TO:**





Jenkens
      & Gilchrist,


a
      Professional Corporation


1445
      Ross
      Ave., Suite 3700


Dallas,
      TX 75202


Attn:
      Charles E. Greef, Esq.


Fax:
      (214) 855-4300





**COASTAL:**





Coastal
      Bancshares Acquisition Corp.


9821
      Katy
      Freeway


Houston,
      TX 77024


Attn:
      Cary M. Grossman


Fax:
      (713) 722-9510





**WITH
      A COPY TO:**





Jenkens
      & Gilchrist,


a
      Professional Corporation


1445
      Ross
      Ave., Suite 3700


Dallas,
      TX 75202


Attn:  Gregory
      J. Schmitt, Esq.


Peter
      G.
      Weinstock, Esq.


Fax:
      (214) 855-4300




**CONFIDENTIALITY**





28.  The
      Executive acknowledges that he will have access, during the course of service
      to
      Coastal and the Bank, to Confidential Information and products of both Coastal
      and the Bank. The Executive acknowledges that all Confidential Information
      provided to the Executive is provided in confidence and trust and that Coastal’s
      and the Bank’s maintenance of the confidentiality of their respective
      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 Coastal or the Bank, as appropriate. 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.




11




**NO
      CONFLICTS**




29.  The
      Executive represents and warrants that he is not bound by any other agreement
      with any former employer or other party that may be violated by his work for
      Coastal or the Bank or by his fulfillment of his obligations
      hereunder.




**ARBITRATION**




30.  Except
      where (a) legal action is required to prevent a breach of this Agreement, (b)
      with respect to Coastal’s and the Bank’s remedies pursuant to Section
      10 ,
      or (c)
      to enforce an arbitration award granted under this section, if this Agreement
      gives rise in any way to a dispute that cannot be settled through negotiation,
      any claim or dispute arising under or relating to this Agreement shall be
      submitted to final and binding arbitration in San Antonio, Texas pursuant to
      the
      Commercial Rules of the American Arbitration Association as in effect from
      time
      to time. The parties agree that any party requesting arbitration of any dispute
      under this section must give formal written notice of the party’s demand for
      arbitration. The parties further agree that each party may be represented by
      counsel in any proceeding under this section, and that all expenses and fees
      incurred in connection with any proceeding under this section shall be paid
      by
      the non-prevailing party (as determined by the arbitrators). Each party to
      this
      Agreement consents, on behalf of himself or itself and his respective
      successors, heirs and assigns, to such binding arbitration in accordance with
      the terms of this section. The duty to arbitrate will survive the termination
      of
      this Agreement.




12




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




**“EXECUTIVE**”/s/
              Richard
                E.
                BurciagaWITNESS
              Richard
                E. Burciaga
  **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





**EXHIBIT
      A**




**Restricted
      Stock Agreement**








This **RESTRICTED
      STOCK AGREEMENT** (“ Agreement ”),
      is by
      and between Richard E. Burciaga 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 55,000 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 (331⁄3%) upon the twelve-month anniversary of the Date of Grant;
      (2) thirty three and one-third percent (331⁄3%) upon the twenty-four-month
      anniversary of the Date of Grant; and (3) thirty three and one-third percent
      (331⁄3%) 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.____________________________________, Texas __________Attn:
              ________________________




cc:
              Jenkens
                & Gilchrist, P.C.1445 Ross Avenue, Suite 3700Dallas,
                Texas 75202Attn: Gregory J. Schmitt,
                Esq.
  To the Recipient:
              _____________, _____________,
                _____________


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: