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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Western District Office

1225 17^th^ Street, Suite 300

Denver, Colorado 80202

720-475-7650; Fax: 301-333-7010

**Conditional Approval #680**

**April 2005**

March 29, 2005

Dan Woerner, President

#### Valley Independent Bank

1448 Main Street

El Centro, CA 92243

Re: Conversion Application: Valley Independent Bank to Rabobank,
National Association

OCC Control No: 2004-WE-01-0026

Dear Mr. Woerner:

***This letter replaces the previous conversion approval letter of March
25, 2005.***

The Comptroller of the Currency (OCC) has reviewed your application to
convert Valley Independent Bank to a national bank and retain all its
branches. After a thorough review of all information available, and
reliance upon the representations and commitments made in the
application and by the bank's representatives, we find that your
conversion application meets the requirements for approval to convert to
a national banking association pursuant to*:* 12 USC 35 and 12 CFR 5.24
as follows:

> Title: Rabobank, National Association

Location: 1448 Main Street, El Centro, CA 92243

The effective date of this approval is March 25, 2005.

This conversion approval is subject to the following special condition:

The Bank: (i) shall give the OCC's Southern California -- South Field
Office at least sixty (60) days prior written notice of the Bank's
intent to significantly deviate or change from its business plan or
operations[^1] and (ii) shall obtain the OCC's written determination of
no objection before the Bank engages in any significant deviation or
change from its business plan or operations. The OCC may impose
additional conditions it deems appropriate in a written determination of
no objection to a bank's notice. For the first three years of operation,
the Bank also must provide a copy of such written notice to the FDIC's
San Francisco Regional Office.

All conditions of this approval are conditions "imposed in writing by
the agency in connection with the granting of any application or other
request" within the meaning of 12 USC 1818 and, as such, are enforceable
under 12 USC 1818.

This letter constitutes official OCC authorization to operate the
branches listed as an attachment to this letter.

You should retain this letter as the official branch authorization. OCC
branch numbers have been assigned to each of the branches. If, at some
time in the future, the bank desires to close a branch, the requirements
of 12 USC 1831r-1 must be met, including the submission of a 90-day
advance notice of the proposed branch closing to the OCC. Following the
branch closing, a final closing notice should be submitted to the OCC
and the branch authorization must be surrendered. In the event the
branch is sold, the branch authorization should also be surrendered to
the OCC.

You are reminded that the following items must be satisfactorily
addressed on or before the effective date of the conversion:

1\. The institution must purchase adequate fidelity bond coverage in
accordance with 12 CFR 7.2013, which lists four factors the directors
should consider to determine adequacy.

2\. If a director, officer, employee, or principal shareholder of the
bank (including an entity in which such person owns an interest of 10
percent or more) is involved in the sale of credit life insurance to
loan customers, the bank should ensure compliance with 12 CFR 2, which
among other things, prohibits a covered person from retaining
commissions or other income from the sale of credit life insurance
connected with any loan the bank makes.

3.  The board of directors must adopt and have in place policies,
    practices, and procedures to ensure the safe and sound operation of
    the bank. The board also must review those policies, practices, and
    procedures continually and ensure the bank's compliance with them.
    We are enclosing the Minimum Policies and Procedures for national
    banks.

4.  Rabobank, National Association has represented that it intends to
    maintain its membership in the Federal Home Loan Bank (FHLB) system.
    If, at any time, Rabobank, National Association ceases to be a
    member of the FHLB system, it must use its best efforts, including
    contacting the appropriate FHLB or the Federal Housing Finance
    Board, to dispose of any stock in the FHLB. The OCC will consider
    this stock a nonconforming asset for any period that Rabobank,
    National Association is not a member of the FHLB system.

5.  The converting institution must ensure that all other required
    regulatory approvals have been obtained. Final authorization to
    operate as a national bank will not be given to an institution with
    a bank holding company until the Federal Reserve Board has approved
    the holding company.

6.  The directors must own qualifying shares in conformance with 12 USC
    72 and 12 CFR 7.2005.

7.  The converting institution must notify the OCC if the facts
    described in the filing materially change at any time prior to
    consummation of the conversion. Any changes to the executive
    officers or directors must receive a "no objection" from the OCC.

Upon completion of all steps required to convert to a national banking
association, submit the "Conversion Completion Certification" (enclosed)
certifying that you have done so.

When the institution has satisfactorily completed all of the above
steps, the OCC will issue a Conversion Completion Acknowledgment
officially authorizing the institution to commence business as a
national banking association. At that time you will receive the charter
certificate. If the conversion is not consummated within six months from
the date of the decision, the approval will automatically terminate
unless the OCC grants an extension of the time period. The OCC is
opposed to granting extensions, except under the most extenuating
circumstances and expects the conversion to occur as soon as possible.

This letter responds to your request for the OCC to waive the residency
and citizenship requirements under 12 USC 72.

The OCC hereby grants multiple waivers of the residency requirements of
12 USC 72 for 65% of the board of directors of Rabobank, National
Association The bank may continue to appoint directors who do not meet
the residency requirements without applying for individual waivers, as
long as the ratio of directors remain the same as in this approval.

The OCC hereby grants a waiver of the citizenship requirement of 12 USC
72 for Cor Broekhuyse, Henk Adams, Kik van Slingelandt, and Peter van
der Weijden. This waiver is based upon a thorough review of all the
information available, including the representations and commitments
made in the application by you and your representatives, subsequent
correspondence, and telephone conversations.

The OCC reserves the right to withdraw this waiver at any time and, at
our discretion, to request additional biographical and/or financial
information on any member of the board of directors.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the *Comptroller's Licensing Manual*, which
is available in electronic form on our Web site
<http://www.occ.treas.gov/corpapps/corpapplic.htm>.

This conditional approval, and the activities and communications by OCC
employees in connection with the filing, do not constitute a contract,
express or implied, or any other obligation binding upon the OCC, the
United States, any agency or entity of the United States, or any officer
or employee of the United States, and do not affect the ability of the
OCC to exercise its supervisory, regulatory, and examination authorities
under applicable law and regulations. The foregoing may not be modified
or waived by any employee or agent of the OCC or the United States.

All correspondence regarding this application should reference the
application control number. If you have any questions, contact Senior
Licensing Analyst Geryl. N. Race at (720) 475-7650.

Sincerely,

**-signed-**

Ellen Tanner Shepherd

Licensing Manager

Enclosures: (Enclosures sent previously in the March 25, 2005 letter)

Conversion Completion Certificate

Survey Letter

cc: Alan Rosen, Esquire

Horgan, Rosen, Beckham & Coren

23975 Park Sorrento, Suite 200

Calabasas, CA 91302-4001

+------------------------+--------------------------+-----------------+
| *Branch Popular Name*  | > *Branch S*treet        | *OCC Branch     |
|                        | > Address                | Number*         |
|                        | >                        |                 |
|                        | > *City, State, ZIP      |                 |
|                        | > Code*                  |                 |
+------------------------+--------------------------+-----------------+
| Blythe Branch          | 149 East Hobson Way      | 130856A         |
|                        |                          |                 |
|                        | Blythe, CA 92225         |                 |
+------------------------+--------------------------+-----------------+
| Brawley Branch         | 190 Main Street          | 130857A         |
|                        |                          |                 |
|                        | Brawley, CA 92227        |                 |
+------------------------+--------------------------+-----------------+
| Calexico Branch        | 25 East Third Street     | 130858A         |
|                        |                          |                 |
|                        | Calexico, CA 92231       |                 |
+------------------------+--------------------------+-----------------+
| Coachella Branch       | 1491 South 6^th^ Street  | 130859A         |
|                        |                          |                 |
|                        | Coachella, CA 92236      |                 |
+------------------------+--------------------------+-----------------+
| Dinuba Branch          | 130 East Tulare Street   | 130860A         |
|                        |                          |                 |
|                        | Dinuba, CA 93618         |                 |
+------------------------+--------------------------+-----------------+
| Fresno Branch          | 7111 North Fresno        | 130861A         |
|                        | Street, Suite 100        |                 |
|                        |                          |                 |
|                        | Fresno, CA 93720         |                 |
+------------------------+--------------------------+-----------------+
| Hanford Branch         | 218 North Douty Street   | 130862A         |
|                        |                          |                 |
|                        | Hanford, CA 93230        |                 |
+------------------------+--------------------------+-----------------+
| Hemet Branch           | 2091 West Florida        | 130863A         |
|                        | Avenue, Suite 100        |                 |
|                        |                          |                 |
|                        | Hemet, CA 92545q         |                 |
+------------------------+--------------------------+-----------------+
| Holtville Branch       | 502 Holt Avenue          | 130864A         |
|                        |                          |                 |
|                        | Holtville, CA 92250      |                 |
+------------------------+--------------------------+-----------------+
| Indio Branch           | 81-790 Highway 111       | 130865A         |
|                        |                          |                 |
|                        | Indio, CA 92201          |                 |
+------------------------+--------------------------+-----------------+
| Julian Branch          | 2033 Main Street         | 130866A         |
|                        |                          |                 |
|                        | Julian, CA 92036         |                 |
+------------------------+--------------------------+-----------------+
| La Quinta Branch       | 51-290 Avenida Bermudas  | 130867A         |
|                        |                          |                 |
|                        | La Quinta, CA 92253      |                 |
+------------------------+--------------------------+-----------------+
| Northeast/Mt. Vernon   | 2700 Mount Vernon Avenue | 130868A         |
| Branch                 |                          |                 |
|                        | Bakersfield, CA 93306    |                 |
+------------------------+--------------------------+-----------------+
| Ontario Branch         | 3400 Inland Empire       | 130869A         |
|                        | Blvd., Suite 101         |                 |
|                        |                          |                 |
|                        | Ontario, CA 91764-5510   |                 |
+------------------------+--------------------------+-----------------+
| Palm Desert Branch     | 42-005 Cook Street,      | 130870A         |
|                        | Suite 310                |                 |
|                        |                          |                 |
|                        | Palm Desert, CA 92260    |                 |
+------------------------+--------------------------+-----------------+
| Palm Springs Branch    | 1111 East Tahquitz       | 130871A         |
|                        | Canyon                   |                 |
|                        |                          |                 |
|                        | Palm Springs, CA 92262   |                 |
+------------------------+--------------------------+-----------------+
| Reedley Branch         | 1003 I Street            | 130872A         |
|                        |                          |                 |
|                        | Reedley, CA 93654        |                 |
+------------------------+--------------------------+-----------------+
| Southwest/Gosford      | 3990 Gosford Road        | 130873A         |
| Branch                 |                          |                 |
|                        | Bakersfield, CA 93309    |                 |
+------------------------+--------------------------+-----------------+
| Stockdale Branch and   | 5151 Stockdale Highway   | 130874A         |
| LPO                    |                          |                 |
|                        | Bakersfield, CA 93309    |                 |
+------------------------+--------------------------+-----------------+
| Tecate Branch          | 439 Tecate Road          | 130875A         |
|                        |                          |                 |
|                        | Tecate, CA 91980         |                 |
+------------------------+--------------------------+-----------------+
| Thousand Palms Branch  | 72-885 Ramon Road        | 130876A         |
|                        |                          |                 |
|                        | Thousand Palms, CA 92276 |                 |
+------------------------+--------------------------+-----------------+
| Visalia Branch and LPO | 618 West Main Street     | 130877A         |
|                        |                          |                 |
|                        | Visalia, CA 93291        |                 |
+------------------------+--------------------------+-----------------+
| Roseville Financial    | 1100 Melody Lane, Suites | 130878A         |
| Services Center Branch | 122, 129, 214, and 222   |                 |
|                        |                          |                 |
|                        | Roseville, CA 95678      |                 |
+------------------------+--------------------------+-----------------+
| Trinity Branch         | 10100 Trinity Parkway,   | 132169A         |
|                        | Suite 400                |                 |
|                        |                          |                 |
|                        | Stockton, CA 95219       |                 |
+------------------------+--------------------------+-----------------+

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.