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:

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.

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 (⅓ ) 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.

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.

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.

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.

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.

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;

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’