FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: CompuBank, N.A. (Proposed) Houston, Harris County, Texas

Application for Federal Deposit Insurance (Bank Insurance Fund)

ORDER

The Board of Directors of the Federal Deposit Insurance Corporation has fully considered all available facts and information relevant to the factors of section 6 of the Federal Deposit Insurance Act and relating to the application for federal deposit insurance, with membership in the Bank Insurance Fund, for CompuBank, N.A., a proposed new national bank to be located at 2 Greenway Plaza, Houston, Harris County, Texas, and has concluded that the application should be approved.

Accordingly, IT IS hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted on behalf of CompuBank, N.A., for federal deposit insurance be and the same hereby is approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $6,000,000 shall be provided;

2. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of or subscriptions to 10 percent or more of the stock, shall render this approval null and void unless such proposal is approved by the Corporation prior to opening of the bank;

3. That during the first three years the bank shall maintain no less than an 8 percent Tier 1 leverage capital ratio;

4. That federal deposit insurance shall not become effective unless and until the applicant has been established as a national bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the Office of the Comptroller of the Currency;

5. That until the bank commences business, the Corporation shall have the right to alter, suspend, or withdraw said approval should any interim development be deemed to warrant such action; and

6. That if federal deposit insurance has not become effective by October 14, 1998, or unless, in the meantime, a request for an extension of time has been approved by the Corporation, the consent granted shall expire at the end of said period.

Dated at Washington, D. C., this 28th day of April, 1998.

BY ORDER OF THE BOARD OF DIRECTORS

Robert E. Feldman
Executive Secretary

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: CompuBank, N.A. (Proposed) Houston, Harris County, Texas

Application for Federal Deposit Insurance (Bank Insurance Fund)

STATEMENT

Pursuant to the provisions of section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for federal deposit insurance, with membership in the Bank Insurance Fund, has been filed on behalf of CompuBank, N.A., a proposed new bank to be located at 2 Greenway Plaza, Houston, Harris County, Texas.

The Office of the Comptroller of the Currency ("OCC") has preliminarily approved the proponent's request that the proposed bank be designated as a limited-purpose bank for Community Reinvestment Act purposes. The proposed bank will not have any branches, and customers will interact through the Internet. The bank will not make or purchase any loans and will offer deposit products and electronic bill payment services only. Initial capitalization is adequate, and projected deposit growth, if realized, will result in operating profits within a reasonable period of time. The factors relating to general character and fitness of management and risk to the deposit insurance fund have been resolved as favorable..

Accordingly, based on a careful evaluation of all available relevant facts and information, the Board of Directors ("Board") of the Federal Deposit Insurance Corporation has concluded that approval of the application is warranted. In granting such approval the Board has taken into consideration the developing market in electronic banking, the proponents' unique business plan and overall strategy, and potential security risks. Furthermore the OCC's approval was subject to numerous conditions which address the uniqueness of the bank and associated risks.

THE BOARD OF DIRECTORS
FEDERAL DEPOSIT INSURANCE CORPORATION