FEDERAL DEPOSIT INSURANCE CORPORATION

Re: Bank of the West
San Francisco, California
Application for Consent to Merge with United California Bank, Los Angeles, California and Establish Branches of United California Bank as Branches of Bank of the West

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance (FDI) Act, Bank of the West, San Francisco, San Francisco County, California, a state nonmember bank and Bank Insurance Fund member with total resources of $12,838,624,000, and total deposits of $8,862,510,000 as of September 30, 2001, has filed an application for the Corporation's consent to merge with United California Bank, Los Angeles, Los Angeles County, California, a state nonmember bank and Bank Insurance Fund member with total resources of $10,762,877,000 and total deposits of $8,784,656,000 as of September 30, 2001, and establish all open and approved but not yet open branches of United California Bank as branches of Bank of the West. Notices of the proposed transaction, in a form approved by the Corporation, have been published pursuant to the FDI Act. The resultant bank will operate under the charter and title of Bank of the West.

A review of available information, including the Community Reinvestment Act (CRA) Statements of the proponents, discloses no inconsistencies with the purposes of the CRA. The resultant institution is expected to continue to meet the credit needs of its entire community, consistent with the safe and sound operation of the institution.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction. There will be minimal increases in the Herfindahl-Hirschman Indexes in each of the eight overlapping markets, identified by the applicant as Fairfield-Vacaville RMA, Fresno County, Kings County, Modesto County, Sacramento County, San Francisco MSA, Stockton County, and Visalia County. In addition, the Corporation has considered the financial and managerial resources and future prospects of the proponent institutions and the resultant bank, and the convenience and needs of the community to be served.

Having found favorably on the relevant statutory factors and having considered other information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Director of the Office of Thrift Supervision, and the Attorney General of the United States, it is the Corporation's judgment that the application should be and hereby is approved subject to the following conditions:

• The transaction shall not be consummated before the fifteenth calendar day following the date of this Order or later than six months after the date of this Order, unless the Corporation extends such period for good cause.
  
  
• Until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend or withdraw its approval should any interim development be deemed to warrant such action.
  
  
• All necessary and final approvals be received from other regulatory authorities.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the Corporation.

Dated at Washington, D. C., this day of , 2002.

John M. Lane
Associate Director
Division of Supervision