FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: The Private Bank of California (In Organization)
Los Angeles, Los Angeles County, California
Application for Federal Deposit Insurance
(Bank Insurance Fund)

ORDER

The undersigned, acting on behalf of the Board of Directors pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for Federal deposit insurance for The Private Bank of California (the Bank), a proposed new state-chartered bank to be located at 10100 Santa Monica Boulevard, Los Angeles, Los Angeles County, California, 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 by the Bank 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 $30,000,000 be provided;

2. That the Tier 1 capital to assets leverage ratio (as defined in the Federal Deposit Insurance Corporation's capital regulation) shall be maintained at not less than eight percent throughout the first three years of operation and that an adequate allowance for loan and lease losses will be provided;

3. That the Bank shall not pay dividends, either cash or stock, during the first three years of operation without the prior written approval of the Regional Director of the FDIC's San Francisco Regional Office (Regional Director);

4. That any changes in proposed management or the proposed ownership of 10 percent or more of stock, including new acquisitions of or subscriptions to 10 percent or more of stock, shall be approved by the Regional Director prior to the opening of the Bank;

5. That the Bank shall operate within the parameters of the business plan submitted to the FDIC as part of the application for deposit insurance. During the first three years of operation, the Bank shall notify the Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummating the change;

6. That the Bank will obtain an audit of financial statements by an independent public accountant annually for at least the first three years after deposit insurance is effective and shall submit to the Regional Director (i) a copy of the audited annual financial statements and the independent public auditors report thereon within 90 days after the end of the depository institution's fiscal year; (ii) a copy of any other reports by the independent auditor (including any management letters) within 15 days after their receipt by the institution; and (iii) written notification within 15 days when a change in the institution's independent auditor occurs;

7. That an accrual accounting system will be adopted for maintaining the bank's books;

8. That, prior to the effective date of Federal deposit insurance, the Bank shall obtain fidelity bond coverage in a sufficient amount to conform to generally accepted banking practices;

9. That Federal deposit insurance shall not become effective unless and until the Bank has been granted a charter and authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the appropriate State Authority;

10. That until the bank is established, the Corporation shall have the right to alter, suspend, or withdraw the said commitment should any interim development warrant such action; and

11. That if Federal deposit insurance has not become effective within twelve months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C. this 19th day of August 2005.

FEDERAL DEPOSIT INSURANCE CORPORATION

BY: ________________________
Lisa K. Roy
Associate Director
Division of Supervision and Consumer Protection

FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: The Private Bank of California (In Organization)
Los Angeles, Los Angeles County, California
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 has been filed for The Private Bank of California (the Bank), a proposed new state-chartered bank to be located at 10100 Santa Monica Boulevard, Los Angeles, Los Angeles County, California. The Bank will be owned by a number of individuals, and there will be no holding company.

The Bank intends to target high net worth individuals that demand the personalized service and attention offered by a private bank; however, the Bank also intends to offer credit and deposit services to all customers within its local community. The applicants are cognizant of and intend to fully comply with the Community Reinvestment Act.

For the purposes of this proposal, capital is adequate, projections for future earnings prospects are favorable, management is considered satisfactory, and the investment in fixed assets is reasonable. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No formal objections to this proposal have been filed, and no undue risk to the insurance fund is apparent.

Accordingly, based upon careful evaluation of all available facts and information, the Associate Director, acting under delegated authority, has concluded that approval of the application is warranted, subject to certain prudential conditions.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION AND CONSUMER PROTECTION
FEDERAL DEPOSIT INSURANCE CORPORATION