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:

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.

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 (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.

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.

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 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.

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.

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.

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.

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.

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