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| ## Comptroller of the Currency                                        |
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| > 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

**CRA Decision #134**

January 15, 2006 **May 2006**

S. Alan Rosen

Professional Corporation

Horgan, Rosen, Beckham & Coren, L.L.P.

23975 Park Sorrento, Suite 200

Calabasas, California 91302-4001

Re: Application by Rabobank, National Association, El Centro,
California, to acquire Community Bank of Central California, Salinas,
California

> OCC Control No.: 2005-WE-02-0032

Dear Mr. Rosen:

This is to inform you that today the Office of the Comptroller of
Currency ("OCC") approved your proposal for Community Bank of Central
California ("Community Bank"), Salinas, California to merge with and
into Rabobank, National Association ("Rabobank"), El Centro, California,
under the charter and title of the latter. It is our understanding that
the merger will be consummated after the merger of their respective bank
holding companies.

This approval is granted based on a thorough review of all information
available, including commitments and representations made in the
application and the merger agreement and those of your representatives.
We specifically considered the commitments made in the letter dated
December 27, 2005 from Rabobank President Rick Arredondo, which outlined
proposed actions Rabobank will take within 30 days after consummation to
address certain credit administration issues at the target bank, and to
re-evaluate the resulting bank's Allowance for Loan and Lease Losses.

The OCC reviewed the proposed transaction under the criteria of the Bank
Merger Act, 12 U.S.C. § 1828(c), and applicable OCC regulations and
policies. Among other matters, we found that the proposed transaction
would not have significant anticompetitive effects. The OCC considered
the financial and managerial resources of the banks, their future
prospects, and the convenience and needs of the communities to be
served. In addition, the Bank Merger Act requires the OCC to consider ".
. . the effectiveness of any insured depository institution involved in
the proposed merger transaction in combating money laundering
activities, including in overseas branches," 12 U.S.C. § 1828(c)(11). We
considered these factors and found them consistent with approval under
the statutory provisions.

The Community Reinvestment Act ("CRA") requires the OCC to take into
account the applicants' records of helping to meet the credit needs of
the community, including low- and moderate-income ("LMI") neighborhoods,
when evaluating certain applications, including merger transactions that
are subject to the Bank Merger Act. 12 U.S.C. § 2903; 12 C.F.R. § 25.29.
The OCC considers the CRA performance evaluation of each institution
involved in the transaction. A review of the records of these applicants
and other information available to the OCC as a result of its regulatory
responsibilities revealed no evidence that the applicants' records of
helping to meet the credit needs of their communities, including LMI
neighborhoods, are less than satisfactory.

Rabobank's latest CRA Performance Evaluation ("PE"), dated February 2,
2003, and issued by the Federal Reserve Bank of San Francisco, assigned
an "Outstanding" rating.[^1] The PE noted an excellent level of
qualified community development activities under the lending,
investment, and services tests, and the responsiveness of these
activities to community needs. The PE also noted an excellent
distribution of lending among assessment area geographies, with a strong
record of serving moderate-income areas. In addition, the PE indicated
that the bank's overall record of lending to small businesses and small
farms was good. No evidence of discriminatory lending practices was
found.

Community Bank's latest CRA PE, dated March 8, 2004, and issued by the
Federal Deposit Insurance Corporation, assigned an "Outstanding" rating.
The PE noted the bank's lending levels reflected a strong responsiveness
to the credit needs of the assessment area. The PE also noted the bank
had an excellent level of community development lending and used
flexible loan programs aimed at satisfying the credit needs in this
assessment area. In addition, the PE noted a significant level of
qualified community development investments and grants. No evidence of
discriminatory lending practices was found.

The OCC received comments from two community organizations. Neither of
the commenters protested the merger, but both expressed concerns with
the need for fairly priced financial products and services for
California's low-income, rural population, including farm workers.
Rabobank has met with community organizations and is exploring the
development of products that would meet these needs. [^2] Rabobank
represented that it is actively developing a product for aspiring
farmers and working with nonprofit organizations to bring the bank's
resources to communities that can benefit from Rabobank's knowledge and
expertise in serving rural markets.

As a reminder, the Western District Office must be advised in writing in
advance of the desired effective date for the merger so that the OCC may
issue the necessary certification letter. The effective date must follow
the applicable 15-day Department of Justice injunction period and
receipt of any other required regulatory approval.

The OCC will not issue a letter certifying the consummation of the
transaction until we have received an original Secretary's Certificate
from both banks confirming that the required shareholder approvals have
been obtained.

This 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 waived or
modified by any employee or agent of the OCC or the United States.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

If you have any questions, contact me at 720-475-7650.

Sincerely,

signed

James A. Bundy

Senior Licensing Analyst

Enclosure

cc: California Reinvestment Coalition

The Greenlining Institute

[^1]: The PE was issued under the name Valley Independent Bank. Valley
    Independent Bank converted to a national bank in April 2005 and
    changed its name to Rabobank.

[^2]: One commenter requested that the OCC extend the public comment
    period an additional 30 days in order for Rabobank to further
    consider the development of a CRA agreement, as well as to meet with
    additional community organizations. The OCC determined not to grant
    an extension of the comment period, because the commenter did not
    demonstrate that additional time was necessary to develop factual
    information relevant to this application, and no extenuating
    circumstances were present. *See* 12 C.F.R. § 5.10(b)(2)(ii), (iii);
    *see also* 66 Fed. Reg. 36,620, 36,640 (2001) (Question and Answer
    No. 2, § .29(b)).